●	~~The Audit Committee has adopted procedures for the receipt, retention andtreatment of complaints by Company employees regarding the Company’saccounting, internal accounting controls or auditing matters.~~

●	~~The Audit 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’swebsite at www.muellerindustries.com or may be requested in print byany shareholder.

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Compensation and Stock Option Committee

●

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

~~Compensation Advisor~~

In August of 2014, we retained Frederic W. Cook & Co., Inc. (“Cook & Co.”) to 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.

The Compensation and Stock Option Committee ~~was presented with Cook & Co.’s report~~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 stockholder.

Independent Compensation Advisor

In November ~~2014, when it was completed. On February 3, 2015,~~of 2017, the Compensation and Stock Option Committee ~~established performance criteria for~~retained Willis Towers Watson (“Willis Towers”) to review and advise regarding various provisions of the ~~year 2015.~~employment agreement between the Company and its Chief Executive Officer. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial response to the results of the 2017 stockholder advisory vote on the compensation of the Company’s named executive officers. The Compensation and Stock Option Committee ~~utilized the report by Cook & Co. 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~~Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group.

During 2017, Willis Towers’ aggregate fees in connection with advice relating to executive compensation were $22,783. In ~~2015,~~addition to providing services related to executive compensation in 2017, Willis Towers also provided non-executive compensation consulting services to the Company. The non-executive compensation consulting services provided by Willis Towers in 2017 included retirement advice, corporate risk and broking advice and health care consulting services. During 2017, Willis Towers’ fees for these additional services were $297,195. Requests for non-executive compensation consulting services are made to Willis Towers by persons below the executive officer level within the departments of our ~~Chief Executive Officer, at~~Company that have a need for such services, and those requests are made without the ~~request~~involvement of our senior management or other personnel who may be associated with Willis Towers’ engagement with executive compensation consulting.

The Compensation and Stock Option Committee assessed the independence of Willis Towers and, based on this assessment, the Compensation and Stock Option Committee ~~retained Cook & Co.~~determined that, given the nature and scope of these additional services, these additional services did not raise a conflict of interest and did not impair Willis Towers’ ability to ~~review our non-employee director compensation program and~~provide independent advice to ~~conduct a market analysis to assess~~ the ~~competitive pay positioning of the Company’s non-employee directors. The~~ Compensation and Stock Option Committee ~~was presented with Cook & Co.’s report in November 2015 and utilized the report by Cook & Co. to obtain a general understanding of~~concerning executive compensation practices within the industry and to base its non-employee director compensation decisions on recommendations contained in this report. The Compensation and Stock Option Committee approved certain increases to our non-employee director compensation effective December 27, 2015, based in part on Cook & Co.’s findings.matters.

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~~Cook & Co. provided certain additional advisory services to the Company during 2015, and the Company believes the services provided by Cook & Co. do not raise any conflicts of interest.~~
Nominating and Corporate Governance Committee
● ~~The Nominating and Corporate Governance Committee recommends to~~the Board of Directors as director nominees individuals of establishedpersonal and professional integrity, ability and judgment, and who arechosen with the primary goal of ensuring that the entire Board of Directorscollectively serves the interests of the Company’s stockholders. Dueconsideration is given to assessing the qualifications of potential nomineesand any potential conflicts with the Company’s interests. The Nominatingand Corporate Governance Committee also assesses the contributionsof the Company’s incumbent directors in connection with their potentialre-nomination. In identifying and recommending director nominees, theCommittee members take into account such factors as they determineappropriate, including recommendations made by the Board of Directors.
● ~~Under its charter, the Nominating and Corporate Governance Committee~~considers whether the viewpoint, professional experience, education, skilland other individual qualities and attributes of any potential nominee wouldcontribute to the diversity of the Board as a whole. The diversity of theCompany’s Board and employees is a tremendous asset. The Committeeand Company are firmly committed to providing equal opportunity in allaspects of the Board nomination process and employment. The Committeewill not exclude any potential Board nominee from consideration based onage, gender, race, color of skin, ethnic origin, political affiliation, religiouspreference, sexual orientation, country of origin, physical handicaps orany other category.
The Nominating and Corporate Governance Committee recommends to the Board of Directors as director nominees individuals of established personal and professional integrity, ability and judgment, and who are chosen with the primary goal of ensuring that the entire Board of Directors collectively serves the interests of the Company’s stockholders. Due consideration is given to assessing the qualifications of potential nominees and any potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee also assesses the contributions of 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 Board of Directors.
Under its charter, the Nominating and Corporate Governance Committee considers whether the viewpoint, professional experience, education, skill and other individual qualities and attributes of any potential nominee would contribute to the diversity of the Board as a whole. The diversity of the Company’s Board and employees is a tremendous asset. The Committee and Company are firmly committed to providing equal opportunity in all aspects of the Board nomination process and employment. The Committee will not exclude any potential Board nominee from consideration based on age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, 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 has identified prospective nominees, background information is elicited about the candidates, after which they are investigated, interviewed and evaluated by the Committee which then reports to the Board of Directors.
● ~~Once the Nominating and Corporate Governance Committee has~~identified prospective nominees, background information is elicited aboutthe candidates, after which they are investigated, interviewed and evaluatedby the Committee which then reports to the Board of Directors.- 19 -
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● ~~The Nominating and Corporate Governance Committee operates under a~~formal 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 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 stockholder.
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 120 days and not more than (i) with respect to an election to be held at an annual meeting of stockholders, 150 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 thirty days, in which case different deadlines apply) and (ii) with respect 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
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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 ~~2016~~2018 Annual Meeting.”
Compensation Committee Interlocks and Insider Participation
During fiscal year ~~2015,~~2017, Gennaro J. Fulvio, Paul J. Flaherty ~~Gennaro~~and Scott J. ~~Fulvio, and Terry Hermanson~~Goldman served on the Compensation and Stock Option Committee. No member of the Compensation and Stock Option Committee was, during fiscal year ~~2015,~~2017, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member of the Compensation and Stock Option Committee, during fiscal year ~~2015,~~2017, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation 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 ~~2015.~~2017.
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 performance evaluation of the Board of Directors.
Copies of the guidelines can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any stockholder.
● ~~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 by any shareholder.~~- 21 -
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Code of Business Conduct and Ethics
● ~~The Company has adopted a Code of Business Conduct and Ethics, which~~is 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 BusinessConduct and Ethics covers topics, including but not limited to, conflictsof interest, confidentiality of information and compliance with laws andregulations.
● ~~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.
● ~~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.~~
The Company has adopted a Code of Business Conduct and Ethics, which is designed to help officers, directors and employees resolve ethical issues in an increasingly complex business environment. The Code of Business Conduct and Ethics is applicable to all of the Company’s officers, directors and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions. The Code of Business Conduct and Ethics covers topics, including but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.
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 stockholder.
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.~~stockholders. 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.
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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~~With the exception of Mr. Gladstein, who was excused by the Chairman, all members of the Board of Directors attended the Company’s ~~2015~~2017 Annual Meeting of Stockholders.
Communication ~~With~~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 Governance Committee, Mueller Industries, Inc., 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. Communication(s) directed to members of 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 ~~2015,~~2017, as well as how this compensation furthers our established compensation philosophy and objectives.
We believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the short-term and long-term strategic and financial performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions.
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For ~~2015,~~2017, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s
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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~~ Moreover, as we did for the first time for awards granted in 2016, we included a performance criterion for vesting of a portion of the ~~Company’s sales~~long term equity awards granted in 2017 to the HVAC, refrigeration and plumbing markets because the principal end use of a significant portion of our products is in the construction of single and multi-family housing and commercial buildings. Repairs and remodeling projects are also important drivers of underlying demand for these products. Residential construction activity has shown improvement in recent years, but remains at levels below long-term historical averages. Continued improvement is expected, but may be tempered by continuing low labor participation rates, the pace of household formulations, higher interest rates, and tighter lending standards. Per the U.S. Census Bureau, actual housing starts in the U.S. were 1.1 million in 2015, which compares to 1.0 million in 2014 and 925,000 in 2013. Mortgage rates remain at historically low levels, as the average 30-year fixed mortgage rate was approximately 3.85 percent in 2015 and 4.17 percent in 2014. The private nonresidential construction sector, which includes offices, industrial, health care and retail projects, began showing improvement in 2015, 2014, and 2013 after declines in previous years. Per the U.S. Census Bureau, the actual (not seasonally adjusted) value of private nonresidential construction put in place was $389.3 billion in 2015, $347.7 billion in 2014, and $312.3 billion in 2013. We expect that most of these conditions will continue to improve. For 2015, the Company’s operating income, excluding certain one-time items, decreased from $155.0 million in 2014 to $125.3 million in 2015, or approximately 19.2%. In 2015, operating income did not meet incentive targets for most of our businesses. Accordingly, as compared to 2014, non-equity incentive compensation decreased for our named executive officers (other than Mr. Millerchip). This feature is aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in ~~2015.~~either total stockholder return or diluted earnings per share.
Further, as explained in more detail below, our Compensation and Stock Option Committee engaged Willis Towers Watson during 2017 to provide advice in designing and negotiating a new employment agreement for our Chief Executive Officer that would eliminate the “single-trigger” severance feature that certain of our stockholders identified as a cause of concern. These negotiations were ultimately successful and resulted in our entry into a new employment agreement with our Chief Executive Officer on March 15, 2018 that, among other things, eliminated the single-trigger severance entitlement that existed under this prior agreement upon the occurrence of a change in control of the Company. The new employment agreement is described in more detail below.
Compensation Policies and Objectives
In light of our pay for performance philosophy, we have designed our compensation programs for our executive officers to (i) ~~motivate~~reward our executive officers ~~to achieve~~for the achievement of certain strategic and financial ~~goals and reward them for achieving~~
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~~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.
2017 Say-on-Pay Vote; Stockholder Outreach; 2017 Say-on-Pay Frequency Vote
At our 2017 Annual Meeting, we held our sixth annual non-binding stockholder advisory vote on executive compensation. Approximately 63% of our 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 2017 Annual Meeting. Following the 2017 Annual Meeting, we reached out to certain of our stockholders to better understand any concerns they had with our existing compensation practices. The most common concern that was expressed to us during
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this outreach was about the “single-trigger” severance entitlement in our Chief Executive Officer’s employment agreement and a belief by certain stockholders that this feature did not fully align the interests of management with the interests of our stockholders. We recognize and appreciate the fundamental interest that our stockholders have in the compensation of our executive officers and, to address these concerns, we eliminated the “single-trigger” severance feature in the new employment agreement with our Chief Executive Officer, as discussed further under the heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table—Employment Agreement with Mr. Christopher.”
Our Compensation and Stock Option Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.
In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s annual meeting of stockholders held in May 2017, the Company will continue to hold a stockholder advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2023.
Determination of Compensation
For ~~2015,~~2017, compensation for our Chief Executive Officer was determined by our Compensation and Stock Option Committee. For ~~2015,~~2017, compensation decisions for our other named executive officers were made by our Compensation and Stock Option Committee after consideration of the recommendations of our Chief Executive Officer. Our Compensation and Stock Option Committee meets at least ~~annually~~three times per year 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 its effect on total ~~compensation with a view to the aggregate value and effect of all other elements.~~compensation.
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
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goals and control cost. This requires that we consider subjective factors including (i) an executive officer’s performance against corporate objectives in recent years, (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.
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In 2015, 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 targets, as discussed below under the heading “Annual Incentive Compensation.”
In 2015, Mr. Martin’s compensation was determined based on his day-to-day management of corporate accounting, finance, credit, tax, shared services and investor relations. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”
In 2015, 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 2015, 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 the Company meeting specific adjusted operating income targets, as discussed below under heading “Annual Incentive Compensation.”
In 2015, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s core activities in brass rod and copper tube manufacturing, and specifically the modernization of the Company’s core businesses which requires unique industry-specific know-how and his management of these 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.”
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In making compensation decisions, our Compensation and Stock Option 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 and Stock Option Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices. ~~For 2015, the Compensation and Stock Option Committee established the performance criteria for the year~~
In 2017, Mr. Christopher’s compensation was determined based on February 3, 2015 after having been presented with Cook & Co.’s report in November 2014, when the report was completed. The Compensation and Stock Option 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 2015 Annual Meeting, we held our fourth annual non-binding stockholder advisory vote on executive compensation. Over 94% of shares voted (excluding abstentions and broker non-votes) were in favorhis management of the day-to-day activities of the Company and its subsidiaries. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”
In 2017, Mr. Martin’s compensation was determined based on his day-to-day management of corporate accounting, finance, credit, tax, and investor relations. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”
In 2017, Mr. Millerchip’s compensation was determined based on his management of the Company’s European operations. His incentive compensation was determined by the Company meeting certain adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”
In 2017, Mr. Moss’s compensation was determined based on his management of our ~~named executive officers~~Trading products business. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as ~~disclosed in~~discussed below under the ~~proxy statement for the 2015 Annual Meeting. The Compensation and Stock Option Committee believes that the vote confirms its view that~~heading “Annual Incentive Compensation.”
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In 2017, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s manufacturing activities, particularly its core brass rod and copper tube manufacturing. His incentive compensation ~~programs are centered on a pay for performance philosophy and are appropriate and effective in creating value. Accordingly,~~was determined by the ~~Compensation and Stock Option Committee made no direct changes to~~Company meeting specific adjusted operating income targets, as discussed below under the Company’s executive compensation program as a result of the vote. Our Compensation and Stock Option Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.heading “Annual Incentive Compensation.”
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.
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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 ~~2015.~~2017. 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 ~~2015,~~2017, Messrs. Moss and Sigloch’s, and base salaries were increased by 2.0% and 3.0% respectively effective April 3, 2017. Mr. ~~Martin’s~~Millerchip’s base salary was increased ~~7.5%~~by 2.5% effective March 23, 2015, and 6.8% effective November 30, 2015, and Mr. Murdock’s base salary was increased 2.4%, effective March 23, 2015. The Compensation and Stock Option Committee granted these increases in base salary resulting from the officers’ positive impact on the Company’s performance.April 15, 2017.
For 2016, the Compensation and Stock Option Committee increased Mr. Christopher’s base salary to $1,100,000 effective December 27, 2015. The Compensation and Stock Option Committee determined it was appropriate to increase Mr. Christopher’s base salary to compensate him for the additional duties and responsibilities Mr. Christopher assumed in connection with Mr. Christopher’s appointment to the role of Chairman of the Board.
Annual Incentive Compensation
Each of our named executive officers received annual incentive compensation in ~~2015,~~2017, based upon the Company’s actual performance for ~~2015~~2017 relative to the performance targets (as described below) established by the Compensation and Stock Option Committee on February ~~3, 2015.~~17, 2017. The Compensation Committee’s intent was for the incentive compensation payable to Messrs. Christopher, Moss, ~~Murdock~~ and Sigloch to ~~qualify as~~constitute qualifying performance-based compensation under Section 162(m) of the Internal Revenue Code, with their awards being made under the Company’s ~~2011 Annual Bonus~~2014 Incentive Plan.
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For ~~2015,~~2017, the amount of incentive compensation payable to each of our named executive officers was determined by multiplying (i) the named executive officer’s actual base salary paid during ~~2015,~~2017, (ii) the named executive officer’s incentive grade level factor (125% for Mr. ~~Christopher, and~~Christopher; 90% for each ~~other named~~
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~~executive officer)~~Messrs. Martin, Moss and Sigloch; and 75% for Mr. Millerchip), and (iii) the named executive officer’s performance factor. The performance factor applicable to ~~Messrs. Christopher and Martin~~each of the named executive officers was determined based on the achievement level of the consolidated Company adjusted operating income target, while the performance factor applicable to each of Messrs. Moss, Murdock and Sigloch represents the weighted average achievement level of the consolidated Company adjusted operating income target, as well as the individual business line targets applicable to each such named executive officer, as shown in the following table:
Name       Performance
Criteria       Performance
Target       Weighting       Achievement
Level(4)       2015
Performance
Factor
Gregory L. Christopher Consolidated
Company Adjusted
Operating Income $147.1 million 100 % 100 % 100 %
Jeffrey A. Martin Consolidated
Company Adjusted
Operating Income $147.1 million 100 % 100 % 100 %
Nicholas W. Moss(1) Consolidated
Company Adjusted
Operating Income $147.1 million 80 % 100 % 80 %
Business Line
Adjusted Operating
Income $22.25 million 14 % 85 % 11.9 %
Douglas J. Murdock(2) Consolidated
Company Adjusted
Operating Income $147.1 million 80 % 100 % 80 %
Business Line
Adjusted Operating
Income $11.9 million 20 % 97 % 19.4 %
Steffen Sigloch(3) Consolidated
Company Adjusted
Operating Income $147.1 million 80 % 100 % 80 %
Business Line
Adjusted Operating
Income $108.5 million 20 % 75 % 15 %
2017 2017
Performance Performance Achievement Performance
Name Criteria(1) Target Weighting Performance Level Factor
Gregory L. Christopher Consolidated Company Adjusted Operating Income $168.0 million 100% $153.1 million 91% 70%(2)

Jeffrey A. Martin Consolidated Company Adjusted Operating Income $168.0 million 100% $153.1 million 91% 70%(2)

Nicholas W. Moss Consolidated Company Adjusted Operating Income $168.0 million 50% $153.1 million 91% 70%(2)

Trading Group Adjusted Operating Income $25.0 million 17.5%(3) $16.2 million 64% 37%(3)

Brass Value Added Adjusted Operating Income $10.8 million 25% $8.7 million 80% 40%(2)

Steffen Sigloch Consolidated Company Adjusted Operating Income $168.0 million 50% $153.1 million 91% 70%(2)

Streamline Adjusted Operating Income $78.0 million 50% $53.3 million 68% 54%(4)

Mark Millerchip Mueller Europe Adjusted Operating Income £8.5 million 100% £11.9 million 140% 150%(2)
~~____________________~~
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(1) Adjustments to operating income as presented in the Company’s audited financial statements for purposes of defining the performance criteria included: (i) certain standard adjustments made annually, including eliminations for health care claims, expenses associated with phantom shares granted to personnel in our European businesses, and FIFO variances; (ii) certain adjustments made when applicable, including impairment charges, gain on the sale of assets, purchase accounting adjustments and certain inventory related adjustments; and (iii) certain other adjustments, including expenses associated with the modernization and relocation of manufacturing equipment.
(2) To ensure an alignment between pay and performance, incentive compensation amounts would not, except as otherwise explained herein, have been paid to the named executive officers in any case where the achievement level of the operating income performance target applicable to the incentive compensation amount was less than 80%. Listed below are, for Messrs. Christopher, Martin, Moss and Sigloch, the corresponding performance factors for various levels of achievement above the threshold of 80% of the operating income performance target. Based upon his grade level factor, Mr. Millerchip’s maximum payout percentage was 150%.
Performance to Target Payout Percentage Performance to Target Payout Percentage
< 80% 0 % 117 % 160 %
80-84% 40 % 118 % 165 %
85-89% 55 % 119 % 170 %
90-94% 70 % 120 % 175 %
95-99% 85 % 121 % 180 %
100-104% 100 % 122 % 185 %
105-109% 115 % 123 % 190 %
110-114% 130 % 124 % 195 %
115% 150 % 125 % 200 %
116% 155 % > 125 % 200 %

~~(1)~~(3) For the portion of Mr. ~~Moss,~~Moss’s annual incentive compensation that was based upon the Trading Group’s performance, B&K LLC & Mexico was the applicable business line. In addition to the adjusted operating income target described above, 6%7.5% of Mr. Moss’s Trading Group-based annual incentive compensation was determined based on ~~47%~~124% achievement of a sales volume target ~~of 2%~~ growth over ~~2014~~2016 sales volumes for the B&K LLC & Mexico business line.
(4) For the portion of Mr. Sigloch’s annual incentive compensation that was based upon Streamline performance, Copper Tube, Copper Fittings, Linesets and Plastics were the applicable business lines. Mr. Sigloch’s 2017 performance factor for this portion of his annual incentive compensation was determined by averaging the performance factors for each of the four aforementioned business lines, with equal weight given to each.
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~~(2)~~ For Mr. Murdock, the Refrigeration Products Division, Westermeyer Industries and Fabricated Tube Products were the applicable business lines, and the total performance target was $11.9 million of adjusted operating income. The business line achievement level shown above represents the average achievement level realized across the three applicable business lines.
~~(3)~~ For Mr. Sigloch, Brass Rod, Copper Tube, Forgings and Precision Tube were the applicable business lines, and the total performance target was $108.5 of adjusted operating income. The business line achievement level shown above represents the average achievement level realized across the four applicable business lines.
~~(4)~~ To ensure an alignment between pay and performance, bonus amounts would not have been paid in any case where the achievement level of the operating income performance target applicable to the bonus amount was less than 80%.
As a result of ~~2015~~2017 performance, the annual incentive payments for the named executive officers, which are set forth in the Summary Compensation Table for ~~2015,~~2017, equal the following percentages of each named executive officer’s actual base salary paid during ~~2015: 125%~~2017: 87.5% for Mr. Christopher (125% grade level factor times a ~~100%~~70% performance factor)~~, 90%~~; 63% for Mr. Martin (90% grade level factor times a ~~100%~~70% performance factor)~~, 85.3%~~; 48.8% for Mr. Moss (90% grade level factor times performance factors of 70%, 37% and 40% weighted on a ~~94.8% weighted-average performance factor), 89.4% for Mr. Murdock (90% grade level factor times a 99.4% weighted-average performance factor), and 85.5%~~50%-25%-25% basis respectively); 55.8% for Mr. Sigloch (90% grade level factor times performance factors of 70% and 54% weighted on a ~~95% weighted-average~~50%-50% basis respectively); and 113% for Mr. Millerchip (75% grade level factor times a 150% performance factor).
In 2015, in addition to receiving annual incentive compensation, Messrs. Moss and Sigloch received discretionary incentive compensation awards of $50,000 each. The discretionary awards were paid in recognition of their outstanding service to the Company and leadership.
Long-Term ~~Equity~~Equity-Based Incentive Program
Our long-term ~~equity~~equity-based 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 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
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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.~~stockholders.
Moreover, since 2016, we have added a performance criterion for vesting of a portion of the long term equity awards granted to Messrs. Christopher, Martin, Moss and Sigloch. The introduction of this feature was aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in either total stockholder return or diluted earnings per share over the reference period, which for the 2017 grants, was December 31, 2016 to the last day of the 2022 fiscal year. For this purpose, total stockholder return will be determined by dividing (i) an amount equal to the 30-day trailing average closing price of a share of stock as of the applicable reference date, minus $39.91 (the 30-day trailing average closing price of a share of stock as of December 31, 2016), plus the value of any dividends and distributions paid during the reference period, by (ii) $39.91, and multiplying such amount by 100.
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Long-term equity incentive awards to our named executive officers, other than our Chief Executive Officer, (and in the case of Mr. Millerchip due to his residency in the United Kingdom, stock appreciation rights, which are treated as phantom shares for purposes of this Proxy Statement) are typically granted annually by our Compensation and Stock Option 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 and Stock Option 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 ~~2015,~~2017, consistent with our historical practices, the named executive officers received annual grants in July ~~2015. In view of our stock’s performance during the economic recession, the~~2017. The Compensation and Stock Option Committee has concluded that restricted stock ~~provided a better method~~awards (i) encourage key personnel to focus on sustainable long-term performance, (ii) strengthen the relationship between compensation and growth in the market price of the Company’s common stock and thereby align management’s financial interests with those of the stockholders and (iii) help attract and retain ~~and reward our executives.~~talented management personnel. In determining which named executive officers should receive restricted stock awards during ~~2015,~~2017, and the size of these awards, our Compensation and Stock Option 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 work toward our long-term goals. There was no set formula for the granting of annual restricted stock awards to individual named executive ~~officers.~~officers or phantom shares to Mr. Millerchip. In ~~2015,~~2017, we granted shares of restricted stock to ~~our named executive officers~~Messrs. Christopher, Martin, Moss and Sigloch covering an aggregate of ~~152,000~~135,000 shares. ~~Of the shares~~In lieu of restricted stock, ~~granted~~Mr. Millerchip received 12,000 phantom shares, which represent the right to ~~Mr. Christopher~~receive a lump sum cash payment, as soon as administratively practicable following July 31, 2022, in ~~2015, 30% will vest on each~~an amount equal to (i) the product of (x) 12,000 and (y) the average of the ~~third~~highest and ~~fourth anniversaries~~lowest trading prices for one share of the ~~vesting commencement date (July 30, 2015), and 40% will vest~~Company’s common stock on July 31, 2022 (or, if July 31, 2022 is not a trading day, the trading day immediately preceding July 31, 2022) as reported on the ~~fifth anniversary~~principal national securities exchange on which the common stock is listed and traded on such date, plus (ii) the cash equivalent of any dividends paid in respect of 12,000 shares of common stock during the vesting commencement date, subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, by us without cause or by Mr. Christopher for good reason. Shares of restricted stock granted to our named executive officers (other than Mr. Christopher) inperiod commencing on August 1, 2017 and ending on July ~~2015 will vest (i) with respect to a portion of the awards (44% of Mr. Martin’s grant, 36% of Mr. Murdock’s grant and 36% of Mr. Sigloch’s grant), 100% on December~~ 31, ~~2021, and (ii) with respect to the remaining portion~~2022.
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ofTo foster retention, the 2017 equity-based awards ~~(56% of Mr. Martin’s grant, 100% of Mr. Moss’s grant, 64% of Mr. Murdock’s grant~~generally vest over a five year period, subject to accelerated vesting on certain involuntary terminations and 64% of Mr. Sigloch’s grant), 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2015), and 40% on the fifth anniversary of the vesting commencement date, subject in each case to earlier vesting in connection withupon a change in control ~~or a termination~~(as explained in more detail in the Grant of ~~employment due to death or disability.~~Plan Based Awards table below). The Compensation and Stock Option Committee elected to use a long-term vesting schedule, and introduced a performance based criterion for vesting with respect to certain of the awards granted to the named executive officers in ~~2015~~2017 to promote ~~retention.~~retention and to incentivize performance. Further, because total shareholder return and diluted earnings per share are metrics generally associated with stockholder value and long-term growth, the Compensation and Stock Option Committee determined to use those metrics as the underlying criteria for vesting of the performance-based long-term incentive awards. In addition, given the importance of long-term equity incentive awards in our compensation program, the Compensation and Stock Option Committee ~~believed that it was appropriate~~determined to provide for accelerated vesting to compensate our executive officers for their contributions to the Company and to 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 anin connection with certain involuntary ~~termination~~terminations 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 ~~2015~~year 2017 were as follows: estate and tax planning, certain club memberships, Company incentive trips, personal use of our Company airplane, 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.
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~~Post-Employment~~2018 Compensation Decisions
As noted above, the Compensation and ~~Change-in-Control Compensation~~
~~We are party~~Stock Option Committee retained Willis Towers in November 2017 to anreview and advise regarding various provisions of the employment agreement between the Company and Mr. Christopher. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial response to the results of the 2017 stockholder advisory vote on the compensation of the Company’s named executive officers. The Compensation and Stock Option Committee did not utilize Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group.
On March 15, 2018, in response to the feedback we have received from our stockholders, we entered into an indefinite term employment agreement (the “New Employment Agreement”) with Mr. ~~Christopher. When entered into, this agreement was thought~~Christopher, pursuant to ~~be in line with market practice and enabled us~~which he will continue to ~~be competitive and retain top talent. As discussed below under~~serve as the ~~heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table - Employment Agreement,” the agreement provides that our~~Company’s Chief Executive Officer, ~~will be~~reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminates the “single-trigger” severance to which Mr. Christopher would have been 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~~occurrence of a change in control ~~as an added incentive~~of the Company under the existing employment agreement. In consideration for the payments and ~~reward for~~benefits provided under the New Employment Agreement, Mr. Christopher agreed to ~~remain employed through~~be subject to certain restrictive covenants during the ~~consummation~~term of his employment and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited from contacting any customer or prospective customer of the ~~change in control and to ensure~~Company, or any representative of the ~~completion~~same, for the purpose of ~~such event which should ultimately deliver value to our stockholders. Mr. Christopher’s employment agreement had previously~~providing any service or product competitive with any service or product sold or provided ~~for a gross-up payment to cover excise taxes imposed~~ by the ~~“golden parachute” regulations under Sections 280G and 4999~~Company.
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Table 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, at the request of Mr. Christopher and without any additional consideration, which eliminated the gross-up provisions 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.Contents
Tax Considerations
Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to ~~each~~certain executive officers, subject historically to an exception for qualifying “performance-based compensation.” In 2017, we attempted to structure our annual cash incentive compensation payable to our named executive officers who were subject to Section 162(m) of the ~~chief~~Code to fit within the qualifying performance-based compensation exception, but certain of our other compensation was not designed to fit within this exception. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) of the Code and, among other things, eliminated the performance-based exception to the $1,000,000 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to certain executive ~~officer~~officers in excess of $1,000,000 million will generally be nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the executive officers subject to Section 162(m) of the Code (the “Covered Employees”) will include any individual who served as the Chief Executive Officer and Chief Financial Officer at any time during the taxable year and the three other ~~highest-paid executive~~most highly compensated officers (other than the ~~chief financial officer) employed at~~Chief Executive Officer and Chief Financial Officer) for the ~~end~~taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.
The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) of the Code described above will not apply to compensation payable pursuant to a written binding contract that ~~company’s fiscal year. Qualifying “performance-based compensation”~~was in effect on November 2, 2017 and is not ~~subject~~materially modified after that date. To the extent applicable to our existing contracts and awards, we may avail ourselves of this ~~deduction limitation~~transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if ~~certain~~in place on November 2, 2017, will meet the requirements ~~are met. In May 2011,~~of the transition rule. Moreover, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the company, we do not limit our ~~stockholders at our Annual Meeting approved~~actions with respect to executive compensation to preserve deductibility under Section 162(m) of the ~~Mueller Industries, Inc. 2011 Annual Bonus Plan,~~Code if we determine that doing so is in ~~May 2009, our stockholders at our Annual Meeting approved~~ the ~~2009 Stock Incentive Plan,~~best interests of the Company and ~~in May 2014, our stockholders at our Annual Meeting approved the 2014 Incentive Plan. Compensation paid under these plans will~~its stockholders.
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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.
Compensation Risk Management
In establishing compensation programs for the Company’s executive officers and non-executive employees, the Compensation and Stock Option 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 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~~equity-based awards that are long-term in ~~nature.~~nature, including equity awards that are subject to achievement of long-term financial performance objectives. 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 ~~2015~~2017
The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the ~~2015, 2014,~~2017, 2016 and ~~2013~~2015 fiscal years, as applicable.
Non-Equity
Stock Incentive Plan All Other
Salary Bonus Awards Compensation Compensation Total
Name and Principal Position       Year       ($)       ($)(1)       ($)(2)       ($)       ($)       ($)
Gregory L. Christopher 2015 934,615 — 2,074,880      1,138,269          170,646 (3)     4,318,410
       Chief Executive Officer 2014 900,000 — 1,843,200 2,250,000 121,781 5,114,981
       and Chairman 2013 748,891 — 1,809,920 1,872,228 126,929 4,557,968
Jeffrey A. Martin 2015 297,481 518,720 267,733 35,060 (4) 1,118,994
       Chief Financial Officer 2014 270,000 — 432,000 405,000 18,286 1,125,286
2013 243,462 — 431,500 273,894 21,275 970,131
Nicholas W. Moss 2015 369,404 50,000 810,500 315,175 31,968 (5) 1,577,047
       President – B&K LLC 2014 348,991 30,000 720,000 628,183 39,942 1,767,116
2013 330,720 — 832,307 426,438 19,463 1,608,928
Douglas J. Murdock(8) 2015 300,139 713,240 268,324 28,739 (6) 1,310,442
       President – Climate Businesses 2014 281,075 — 633,600 505,936 29,558 1,450,169
2013 271,620 — 739,929 350,586 27,610 1,389,745
Steffen Sigloch 2015 311,538 50,000 810,500 266,365 15,970 (7) 1,454,373
       President – Extruded Products 2014 300,000 — 720,000 540,000 22,949 1,582,949
2013 275,562 — 750,180 355,955 11,150 1,392,847
Name and Principal Position Year Salary
($) Bonus
($) Stock
Awards
($)(1) Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation
($) Total
($)
Gregory L. Christopher
Chief Executive Officer & Chairman 2017 1,100,000 — 2,105,280 962,500 445,812 (2) 4,613,592
2016 1,100,000 — 2,388,400 1,168,750 157,275 4,814,425
2015 934,615 — 2,074,880 1,138,269 170,646 4,318,410

Jeffrey A. Martin
Chief Financial Officer & Treasurer 2017 335,000 — 526,320 211,050 58,519 (3) 1,130,889
2016 310,962 — 614,160 237,886 15,155 1,178,163
2015 297,481 — 518,720 267,733 35,060 1,118,994

Nicholas W. Moss
President – B&K LLC 2017 378,967 — 774,000 185,031 154,518 (4) 1,492,516
2016 368,719 50,000 921,240 282,070 25,260 1,647,289
2015 369,404 50,000 810,500 315,175 31,968 1,577,047

Steffen Sigloch
Chief Manufacturing Officer 2017 321,906 — 774,000 179,623 114,222 (5) 1,389,751
2016 310,961 — 921,240 237,886 40,376 1,510,463
2015 311,538 50,000 810,500 266,365 15,970 1,454,373

Mark Millerchip
Executive Director, Mueller Europe(6)(7) 2017 207,595 383,982 233,545 100,547 (8) 925,669

~~____________________~~

(1) ~~Amounts disclosed in this column represent discretionary incentive compensation awards paid to Messrs. Moss and Sigloch in recognition of outstanding service to the Company and leadership.~~
~~(2)~~ This column represents the aggregate grant date fair value of awards (and in the case of Mr. Millerchip, phantom shares) granted to our named executive officers in ~~2015,~~2017, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 1216 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December ~~26, 2015.~~30, 2017. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers.

~~(3)~~ (2) Mr. Christopher’s other compensation includes $352,825 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$23,128 reimbursement of the income tax liabilities associated with certain perquisites, $23,011 in club memberships and personal tax and estate planning, a $10,800 matching contribution to the Company’s 401(k) Plan, ~~$36,320 in restricted stock dividends, $23,545 in club memberships, personal tax~~ and ~~estate planning, and an executive physical, $14,846~~$3,545 in Company incentive trips (which includes travel, lodging, food and entertainment costs)~~, a $34,287 reimbursement of the income tax liabilities associated with certain perquisites.~~. In addition, Mr. Christopher’s other compensation includes the incremental cost of ~~$51,048~~$32,503 incurred
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by the Company to operate the Company’s aircraft in connection with Mr. Christopher’s personal use of the aircraft, calculated based on the cost of fuel, crew travel,
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trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on usage, are excluded as the Company’s aircraft is used predominantly for business purposes.

~~(4)~~ (3) Mr. Martin’s other compensation includes $35,138 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~restricted stock dividends,~~$5,651 in club ~~membership, Company incentive trips,~~memberships and personal tax and estate planning, $4,023 in Company incentive trips, and a $2,907 reimbursement of the income tax liabilities associated with certain perquisites.

~~(5)~~ (4) Mr. Moss’s other compensation includes $116,755 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~$10,118~~$8,500 in ~~restricted stock dividends and~~ personal tax and estate planning, $9,346 in Company incentive trips, and a $9,117 reimbursement of the income tax liabilities associated with certain perquisites.

~~(6)~~ (5) Mr. ~~Murdock’s~~Sigloch’s other compensation includes $96,790 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~$10,360~~$525 in ~~restricted stock dividends, other perquisites consisting of club membership,~~ personal tax and estate planning, $3,545 in Company incentive trips, and a $2,562 reimbursement of the income tax liabilities associated with certain perquisites.

(6) Mr. Millerchip did not serve as a named executive officer in 2015 or 2016. Accordingly, only his compensation for 2017 is reported in the above table.
(7) Mr. ~~Sigloch’s~~Millerchip’s salary, non-equity incentive plan compensation and other compensation ~~includes~~were paid in Great British Pounds. Amounts reported on the Summary Compensation Table for 2017 have been converted to U.S. dollars by applying a ~~$10,600 matching contribution to~~currency exchange rate of 1.35, the ~~Company’s 401(k) Plan and restricted stock dividends.~~exchange rate in effect as of December 30, 2017.

(8) ~~As reported by the Company~~Mr. Millerchip’s other compensation includes $82,976 in a Form 8-K filed March 15, 2016, Mr. Murdock resigned from the Company effective March 11, 2016, to pursue a new career opportunity as the Chief Executive Officer of Tecumseh Products Company, which is owned by Tecumseh Products Holdings LLC, a joint venturedividends associated with phantom shares, $14,904 for personal automobile usage, and $2,666 in ~~which the Company owns a 50% interest.~~private health insurance payments.
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Pay Ratio
In 2017, the total compensation of Mr. Christopher, our Chief Executive Officer, was $4,613,592, as reported in the “Summary Compensation Table for 2017.” Based on the methodology described below, we determined that the median employee in terms of total 2017 compensation of all of our employees (other than Mr. Christopher) received an estimated $38,347 in total compensation for 2017. Therefore, the estimated ratio of 2017 total compensation of Mr. Christopher to the median employee was 120.3:1.
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In general, we offer employees base salary, company retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for 2017 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to all salaried employees.
To determine median employee compensation, we took the following steps:
We identified our employee population as of December 31, 2017, which consisted of approximately 4,100 employees.
For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2017, and incentive awards for 2017. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2017 compensation, taking into account whether their compensation likely would reflect median employee compensation in future years.
In accordance with SEC rules, we then determined that employee’s 2017 total compensation ($38,347) using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table.
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Table of Contents~~2015~~
2017 GRANTS OF PLAN BASED AWARDS TABLE
The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December ~~26, 2015.~~30, 2017.
All Other
Stock Grant
Estimated Possible Payouts Awards: Date Fair
Under Non-Equity Incentive Number of Value of
Plan Awards(1) Shares of Stock
Grant Threshold Target Maximum Stock or Awards
Name       Date       ($)       ($)       ($)       Units       ($)
Gregory L. Christopher   —      467,308      1,168,269     2,336,538         —        —
7/24/2015 — — — 64,000 (2) 2,074,880
Jeffrey A. Martin — 107,093 267,733 535,465 — —
7/24/2015 — — — 16,000 (3) 518,720
Nicholas W. Moss — 132,985 332,463 664,927 — —
7/24/2015 — — — 25,000 (3) 810,500
Douglas J. Murdock — 108,050 270,125 540,250 — —
7/24/2015 — — — 22,000 (3) 713,240
Steffen Sigloch — 112,154 280,385 560,769 — —
7/24/2015 — — — 25,000 (3) 810,500
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1) Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) All Other
Stock
Awards:
Number of
Shares of
Stock or Grant
Date Fair
Value of
Stock
Name Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Units
(#)(3)
Awards
($)
Gregory L. Christopher — 550,000 1,375,000 2,750,000 — — — — —
7/27/2017 — — — — 8,000 — 60,000 (3) 2,105,280
Jeffrey A. Martin — 120,600 301,500 603,000 — — — — —
7/27/2017 — — — — 7,000 — 10,000 (3) 526,320
Nicholas W. Moss — 136,428 341,070 682,141 — — — — —
7/27/2017 — — — — 4,000 — 21,000 (3) 774,000
Steffen Sigloch — 115,886 289,715 579,430 — — — — —
7/27/2017 — — — — 10,000 — 15,000 (3) 774,000
Mark Millerchip — 62,278 155,696 233,544 — — — — —
7/27/2017 — — — — — — 12,000 (4) 371,520
~~____________________~~

(1) Represents annual cash incentive awards that could have been earned based on performance in ~~2015.~~2017. These columns show awards that were possible at the threshold, target and maximum levels of performance for each named executive officer in ~~2015,~~2017, determined by multiplying each named executive officer’s actual base salary paid during ~~2015,~~2017, by the named executive officer’s incentive grade level factor, and then by a performance factor of 40% for the threshold level (for 80% achievement of the applicable performance criteria), 100% for the target level (for 100% achievement of the applicable performance criteria), capped at 200% (or, in the case of Mr. Millerchip, 150%) for the maximum level (for 125% achievement of the applicable performance criteria).

(2) Shares of performance-based restricted stock will vest 100% on February 28, 2023, conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total shareholder return or diluted earnings per share over the reference period (December 31, 2016 to the last day of the 2022 fiscal year) and are subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the case of a qualifying retirement, to achievement of the performance criteria, measured through the last day of the fiscal year preceding the year in which such qualifying retirement occurs). Amounts reported represent the target (which also represents the threshold and maximum) number of performance-based shares of restricted stock that have the potential to vest pursuant to the foregoing vesting schedule.
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(3) Shares of time-based restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, ~~2015)~~2017), and 40% on the fifth anniversary of the vesting commencement date ~~subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, by us without cause or by Mr. Christopher for good reason.~~
~~(3)~~ ~~Shares of restricted stock will vest either (i) 30% on each of the third~~ and ~~fourth anniversaries of the vesting commencement date (July 30, 2015), and 40% on the fifth anniversary of the vesting commencement date, or (ii) 100% on December 31, 2021,~~are subject to earlier vesting in connection with a change in control, or a termination of employment due to death or disability, or in the case of Mr. Christopher, termination of employment without cause or resignation for good reason.
(4) Phantom shares granted to Mr. Millerchip in July 2017 will, on the approximate fifth anniversary of such grant and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares rights granted times the average of the highest and lowest trading prices for one share of the Company’s common stock as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability.
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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~~
On March 15, 2018, we entered into an ~~amended and restated~~indefinite term employment agreement (the “New Employment Agreement”) with ~~Gregory L.~~Mr. Christopher, ~~our~~pursuant to which he will continue to serve as the Company’s Chief Executive Officer, ~~dated October 30, 2008, as amended on February 14, 2013.~~reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement ~~contains a rolling three-year term,~~and, in so doing, eliminates the “single-trigger” severance to 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~~would have been entitled upon the occurrence of a change in control of the Company under the existing employment agreement.
The New Employment Agreement provides that Mr. Christopher will receive a base salary of ~~$600,000 (to~~not less than $1,100,000 per year and will be ~~adjusted upward annually at~~eligible to receive an annual bonus award determined by the Compensation and Stock Option Committee. For each fiscal year, Mr. Christopher’s target annual bonus will be 125% of his base salary upon achievement of target performance levels and he will be eligible for a ~~rate commensurate with increases granted to other key executives) and discretionary cash incentive compensation in an amount consistent~~maximum annual bonus of 250% of base salary when performance equals or exceeds 125% of the applicable performance objectives, with the ~~executive incentive compensation program which~~actual annual bonus payable being based upon the actual level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation and Stock Option Committee. In addition, during the term of
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Mr. Christopher’s employment, the Company ~~establishes~~will maintain a term life insurance policy for ~~other key executives. In addition,~~ Mr. Christopher with a face value of at least $5 million, and Mr. Christopher will have the right to name the beneficiary of such term life insurance policy.
In the event that Mr. Christopher’s employment is terminated for any reason (other than by the Company for “cause” (as defined in the New Employment Agreement)), he will, subject to his execution of a general release in favor of the Company and his continued compliance with certain restrictive covenants (the “Conditions”), be entitled to receive ~~reimbursement~~the following payments and benefits: (i) any accrued but unpaid compensation and benefits; (ii) any unpaid annual bonus with respect to the previously completed fiscal year; (iii) subject to achievement of the applicable performance objectives 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~~fiscal year in which ~~senior executives participate.~~the termination occurs, payment of a prorated annual bonus for such fiscal year; and (iv) continued medical, dental and hospitalization coverage (or payment in lieu of coverage if coverage is not permitted by applicable law or the terms of the applicable plan) for Mr. Christopher, his spouse and covered dependents until the latest of Mr. Christopher’s 70th birthday, his spouse’s 70th birthday, and the 3rd anniversary of such termination.
Additionally, if Mr. Christopher’s employment ~~may be~~is terminated by the Company without ~~cause~~“cause” or by Mr. Christopher for ~~good reason upon appropriate written notice. In either such event,~~“good reason” (as defined in the New Employment Agreement), Mr. Christopher will, ~~continue~~subject to ~~receive~~the Conditions, be entitled to (i) continued payment of his ~~then-current~~ base salary asfor 36 months; except that if such termination occurs during the 24-months immediately following a “change in control” (as defined in the New Employment Agreement), such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus, such amount to be paid in equal installments over the 3-year period following such termination at the same time such amounts would otherwise have been paid to Mr. Christopher had no termination occurred; provided that if Mr. Christopher’s termination of employment occurs during the 24-month period following the consummation of a “change in control,” such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination. The New Employment Agreement does not provide for any “single-trigger” severance payments or benefits.
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The New Employment Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the New Employment Agreement contains a “modified cutback” provision, which would act to reduce the benefits payable to Mr. Christopher to the extent necessary so that no “golden parachute excise tax” would be imposed on the benefits paid, but only if doing so would result in Mr. Christopher retaining a larger after-tax amount.
In consideration for the payments and benefits provided under the New Employment Agreement, Mr. Christopher agreed to be subject to certain restrictive covenants during the term of his employment ~~had continued~~and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the ~~remainder~~purpose of providing any service or product competitive with any service or product sold or provided by the Company.
Change in Control Agreements with Messrs. Martin, Moss, Sigloch and Millerchip
On July 26, 2016, the Company entered into change in control agreements with certain key members of the ~~then-current term~~management team, including Messrs. Martin, Moss, Sigloch and ~~annual incentive compensation~~Millerchip. Pursuant to those agreements, if, upon or within two years following a “change in control”, the executive’s employment is terminated by the Company without “cause” (other than on account of death or Disability), or by the executive for “good reason”, subject to execution of a general release of claims, the ~~remainder of the then-current term~~executive shall be entitled to: (i) an amount equal to two times the executive’s base salary (as in effect immediately prior to the change in control or, if greater, the date of such termination); and (ii) an amount equal to two times the average ~~incentive compensation~~annual bonus paid to the executive (including, for this purpose only, any amounts deferred) in respect of 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 without good reason upon appropriate written notice.~~
In either such event, Mr. Christopher will only be entitled to receive 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~~the change in control occurs (or the three calendar years immediately preceding the calendar year of such termination, if greater). The terms “change in control” and “cause” are defined in the 2014 Incentive Plan and the term “good reason” is defined in each executive’s change in control agreement. The agreements also provide that for two years following termination under the circumstances described above, each of Messrs. Martin, Moss and Sigloch will receive (subject to the executive’s election of COBRA continuation coverage under the Company’s
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~~resignation occurs, and any other compensation and benefits to which Mr.Christopher would otherwise be entitled~~group health plan) continued coverage under the ~~agreement will be forfeited as of~~Company’s group health plan at the ~~date of termination. Mr. Christopher may resign his employment for any reason following a change in control. In such event,~~Company’s cost (or at 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, Mr. Christopher will continue to participate in our health plans and programs at our expense until he reaches age 65, and all outstanding unvested stock options then held by Mr. Christopher shall become immediately exercisable.
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 businessdirection of the Company, ~~in any geographic area in which~~reimbursement for COBRA premiums) for two years following such termination. In the case of Mr. Millerchip, he will receive the cost of private health care, based upon costs incurred by the Company ~~does business and~~in the ~~non-solicitation covenant prevents Mr. Christopher from soliciting or hiring any person who was a full-time employee~~applicable year of ~~the Company during the 24-month period preceding the~~ termination, ~~of his employment. Mr. Christopher’s employment agreement also contains standard confidentiality provisions.~~for two years following such termination.
~~2011 Annual Bonus Plan~~
In 2015, we maintained 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 and Stock Option 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
In ~~2015,~~2017, we maintained the 2009 Stock Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2009. Our Compensation and Stock Option 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 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.
2014 Incentive Plan
In ~~2015,~~2017, we maintained the 2014 Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2014. Our Compensation and Stock Option Committee administers the 2014 Incentive Plan and is authorized to, among other things, designate participants, grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, 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 ~~2015~~2017 YEAR-END
The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December ~~26, 2015.~~30, 2017.
Option Awards(1) Stock Awards
Market
Number of Number of Number Value of
Securities Securities of Shares Shares or
Underlying Underlying or Units of Units of
Unexercised Unexercised Option Option Stock That Stock That
Options (#) Options (#) Exercise Expiration Have Not Have Not
Name      Grant Date      Exercisable      Unexercisable      Price ($)      Date      Vested (#)      Vested ($)
Gregory L. Christopher(2) 07/28/2006 5,706 — 17.53 07/28/2016 — —
07/27/2007 5,418 — 18.46 07/27/2017 — —
07/25/2008 24,000 — 13.25 07/25/2018 — —
07/30/2009 20,596 — 11.92 07/30/2019 — —
07/23/2010 36,000 — 12.24 07/23/2020 — —
07/28/2011 — — — — 12,400 347,200
07/27/2012 — — — — 24,800 694,400
07/25/2013 — — — — 38,400 1,075,200
07/25/2014 — — — — 51,200 1,433,600
07/24/2015 — — — — 64,000 1,792,000
Jeffrey A. Martin 07/28/2006 10,000 — 17.53 07/28/2016 — —
07/27/2007 12,000 — 18.46 07/27/2017 — —
07/25/2008 12,000 — 13.25 07/25/2018 — —
07/30/2009 12,000 — 11.92 07/30/2019 — —
07/23/2010 12,000 — 12.24 07/23/2020 — —
07/28/2011 (3) — — — — 1,000 28,000
07/27/2012 (3) — — — — 2,000 56,000
07/25/2013 (4) — — — — 9,600 268,800
11/22/2013 (5) — — — — 3,020 84,560
07/25/2014 (6) — — — — 13,400 375,200
07/24/2015 (8) 16,000 448,000
Nicholas W. Moss 07/23/2010 20,000 — 12.24 07/23/2020 — —
07/28/2011 (7) — — — — 2,800 78,400
07/27/2012 (7) — — — — 8,000 224,000
07/25/2013 (4) — — — — 16,800 470,400
11/22/2013 (5) — — — — 5,034 140,952
07/25/2014 (7) — — — — 20,000 560,000
07/24/2015 (8) 25,000 700,000

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Option Awards(1) Stock Awards
Name Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number
of Shares
or Units
of Stock
That
Have Not
Vested (#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)(2) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested ($)
Gregory L. Christopher(3) 07/25/2013 — — — — 12,800 453,504 — —
07/25/2014 — — — — 25,600 907,008 — —
07/24/2015 — — — — 64,000 2,267,520 — —
07/28/2016 — — — — 60,000 2,125,800 10,000 354,300
07/27/2017 — — — — 60,000 2,125,800 8,000 283,440
Jeffrey A. Martin 07/30/2009 9,066 — 9.75 07/30/2019 — — — —
07/23/2010 8,800 — 10.01 07/23/2020 — — — —
07/25/2013(4) — — — — 7,200 255,096 — —
11/22/2013(5) — — — — 3,020 106.998 — —
07/25/2014(6) — — — — 10,200 361,386 — —
07/24/2015(8) — — — — 16,000 566,880 — —
07/28/2016(9) — — — — 10,000 354,300 8,000 283,440
07/27/2017(10) — — — — 10,000 354,300 7,000 248,010
Nicholas W. Moss 07/23/2010 24,445 — 10.01 07/23/2020 — — — —
07/25/2013(4) — — — — 9,600 340,128 — —
11/22/2013(5) — — — — 5,034 178,355 — —
07/25/2014(7) — — — — 10,000 354,300 — —
07/24/2015(8) — — — — 25,000 885,750 — —
07/28/2016(9) — — — — 23,000 814,890 4,000 141,720
07/27/2017(10) — — — — 21,000 744,030 4,000 141,720
Steffen Sigloch 07/25/2013(4) — — — — 9,200 325,956 — —
11/22/2013(5) — — — — 4,196 148,664 — —
07/25/2014(6) — — — — 15,400 545,622 — —
07/24/2015(8) — — — — 25,000 885,750 — —
07/28/2016(9) — — — — 15,000 531,450 12,000 425,160
07/27/2017(10) — — — — 15,000 531,450 10,000 354,300
Mark Millerchip 11/22/2013(11) — — — — 2,350 83,261 — —
07/24/2015(12) — — — — 10,000 354,300 — —
07/31/2016(12) — — — — 12,000 425,160 — —
07/27/2017(11) — — — — 12,000 425,160 — —
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Option Awards(1) Stock Awards
Market
Number of Number of Number Value of
Securities Securities of Shares Shares or
Underlying Underlying or Units of Units of
Unexercised Unexercised Option Option Stock That Stock That
Options (#) Options (#) Exercise Expiration Have Not Have Not
Name      Grant Date      Exercisable      Unexercisable      Price ($)      Date      Vested (#)      Vested ($)
Douglas J. Murdock 07/30/2009 7,328 — 11.92 07/30/2019 — —
07/23/2010 18,000 — 12.24 07/23/2020 — —
07/28/2011 (7) — — — — 3,600 100,800
07/27/2012 (7) — — — — 8,000 224,000
07/25/2013 (4) — — — — 15,600 436,800
11/22/2013 (5) — — — — 3,860 108,080
07/25/2014 (6) — — — — 19,200 537,600
07/24/2015 (8) 22,000 616,000
Steffen Sigloch 07/27/2012 (7) — — — — 8,000 224,000
07/25/2013 (4) — — — — 15,600 436,800
11/22/2013 (5) — — — — 4,196 117,488
07/25/2014 (6) — — — — 21,800 610,400
07/24/2015 (8) 25,000 700,000
~~____________________~~

(1) The options reflected ~~will vest~~vested and ~~become~~became exercisable at the rate of 20% of the underlying Common Stock per year on each of the first five anniversaries of the grant date and will expire on the tenth anniversary of the grant date. All outstanding options were adjusted in March 2017 due to payment of the Special Dividend. The amount of outstanding options and the exercise prices shown in the above table are post-adjustment.

(2) Shares of performance-based restricted stock are conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total stockholder return or diluted earnings per share over a defined reference period and subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the case of a qualifying retirement, to achievement of the performance criteria, measured through the last day of the fiscal year preceding the year in which such qualifying retirement occurs). For the performance-based restricted stock granted to these executives on July 28, 2016, the vesting date is February 28, 2022 and the reference period is December 26, 2015 to the last day of the 2021 fiscal year. For the performance-based restricted sock granted to these executives on July 27, 2017, the vesting date is February 28, 2023 and the reference period is December 31, 2016 to the last day of the 2022 fiscal year.
(3) Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, (ii) ~~50% on each of the second and third anniversaries of the date of grant, or (iii)~~ 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2015), and 40% on the fifth anniversary of the vesting commencement date, or (iii) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2016), and 40% on the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, by us without cause or by Mr. Christopher for good reason.

~~(3)~~ ~~Shares of restricted stock will vest 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.~~

(4) Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, or (ii) 100% on December 31, 2018, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

(5) Shares of restricted stock will vest 100% on December 31, 2018, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
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(6) Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, or (ii) 100% on December 31, 2020, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

(7) Shares of restricted stock will vest 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 or disability.
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(8) Shares of restricted stock will vest either (i) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2015), and (ii) 40% on the fifth anniversary of the vesting commencement date, or (ii) 100% on December 31, ~~2021.~~2021, subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability.
(9) Shares of restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2016), and 40% on the fifth anniversary of the vesting commencement date, and are subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability.
(10) Shares of restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2017), and 40% on the fifth anniversary of the vesting commencement date, and subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability.
(11) Phantom shares granted to Mr. Millerchip in November 2013 and July 2017 will, on the approximate fifth anniversary of such grants and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares granted times the average of the highest and lowest trading prices for one share of the Company’s common stock as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability.
(12) Phantom shares granted to Mr. Millerchip in July 2015 and July 2016 will, on the approximate third anniversary of such grants and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares granted times the average of the highest and lowest trading prices for one share of the Company’s common stock as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability.
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~~2015~~2017 OPTION EXERCISES AND STOCK VESTED
The following table sets forth the value realized by each of our named executive officers as a result of the exercise of stock options and the vesting of restricted stock during the fiscal year ended December ~~26, 2015.~~30, 2017.
Option Awards Stock Awards
Number of Value Number of Value
Shares Acquired Realized Shares Acquired Realized
on Exercise on Exercise on Vesting on Vesting
Name       (#)       ($)(1)       (#)       ($)(2)
Gregory L. Christopher            6,406            122,803 54,400 1,750,496
Jeffrey A. Martin 6,000 115,050 5,800 186,412
Nicholas W. Moss — — 16,400 527,616
Douglas J. Murdock — — 14,800 476,296
Steffen Sigloch — — 10,400 334,256
Option Awards Stock Awards
Name Number of
Shares Acquired
on Exercise
(#) Value
Realized
on Exercise
($)(1) Number of
Shares Acquired
on Vesting
(#) Value
Realized
on Vesting
($)(2)
Gregory L. Christopher 105,130 2,355,969 38,000 1,179,900
Jeffrey A. Martin 40,800 940,748 3,800 117,990
Nicholas W. Moss — — 12,600 391,230
Steffen Sigloch — — 10,400 322,920
Mark Millerchip — — 9,000 (3) 28,350
~~____________________~~

(1) The amounts shown in the Value Realized on Exercise column equal the number of options exercised multiplied by the difference between the market value of a share of the Company’s stock at the time of exercise and the stock option exercise price.

(2) The amounts shown in the Value Realized on Vesting Column equal the number of shares vested multiplied by the market value of the Company’s stock on the vesting date.
(3) Amounts shown for Mr. Millerchip in this column refer to phantom shares (as opposed to restricted stock) that vested during the fiscal year ended December 30, 2017.
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR
CHANGE OF CONTROL AS OF THE END OF ~~2015~~2017
Pursuant to the employment agreement with our Chief Executive Officer, and the equity award and change in control agreements with our other named executive officers, upon a change in control or certain terminations of employment, our named executive officers
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are entitled to payments of compensation and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary termination without cause or a resignation for good reason (specifically, for Messrs. Martin, Moss, Sigloch and Millerchip, the occurrence of such a termination upon or within two years following a change in control), and (iii) a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with a termination for cause or a resignation without good reason, except that Mr. Christopher, ~~may resign without good~~pursuant to his prior employment agreement which
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was in effect as of December 31, 2017 (but is no longer in effect), could have resigned for any reason following a change in control and ~~collect~~collected severance, as described below.
Pursuant to Mr. Christopher’s old employment agreement (the “Terminated Employment Agreement”) (which was replaced by the New Employment Agreement in March 2018, but was in effect as of December 31, 2017), had Mr. Christopher’s employment been terminated by the Company without cause or by Mr. Christopher for good reason (which included the occurrence of a change in control) on December 31, 2017, Mr. Christopher would have been entitled to receive his then-current base salary as if his employment had continued for the remainder of the 3-year rolling term, a pro-rata bonus for the year of termination, determined based on actual performance, and annual incentive compensation for the remainder of the then-current term equal to the greater of (x) the target bonus for 2017 and (y) the target bonus for 2016. In addition, all outstanding unvested Company stock options then held by Mr. Christopher would have immediately vested and become exercisable and Mr. Christopher would have been eligible to continue to participate in our health plans and programs at his expense until he reached age 65.
The amounts shown assume the applicable triggering event occurred on December ~~26, 2015,~~30, 2017, and ~~therefore~~ are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.
Accelerated
Vesting of
Salary & Equity Awards
Name       Triggering Event       Bonus ($)       Benefits ($)       ($)       Total ($)
Gregory L. Christopher Termination Without
Cause or for
Good Reason 8,064,342 (1)       245,579 (3)       5,342,400 (4) 13,652,321
Termination Due to
Death or Disability 1,138,269 (2) — 5,342,400 (4) 6,480,669
Change in Control 8,064,342 (1) 245,579 (3) 5,342,400 (4) 13,652,321
Jeffrey A. Martin Termination Without
Cause or for
Good Reason — — — —
Termination Due to
Death or Disability — — 1,176,560 (4) 1,176,560
Change in Control — — 1,176,560 (4) 1,176,560
Nicholas W. Moss Termination Without
Cause or for
Good Reason — — — —
Termination Due to
Death or Disability — — 2,173,752 (4) 2,173,752
Change in Control — — 2,173,752 (4) 2,173,752

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Name Triggering Event Salary &
Bonus ($) Benefits ($) Accelerated
Vesting of
Equity Awards
($) Total ($)
Gregory L. Christopher Termination Without Cause or for Good Reason 5,912,500 (1) 168,287 (3) 9,467,292 (4) 15,548,079
Termination Due to Death or Disability 962,500 (2) — 10,105,032 (4) 11,067,532
Change in Control 5,912,500 (1) 168,287 (3) 10,105,032 (4) 16,185,819
Jeffrey A. Martin Termination Without Cause or for Good Reason following a Change in Control 1,147,779 (5) 37,034 (5) 3,036,012 (4) 4,220,825
Termination Due to Death or Disability — — 3,036,012 (4) 3,036,012
Change in Control — — 3,036,012 (4) 3,036,012
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Accelerated
Vesting of
Salary & Equity Awards
Name     Triggering Event       Bonus ($)         Benefits ($)       ($)       Total ($) Triggering Event Salary &
Bonus ($) Benefits ($) Accelerated
Vesting of
Equity Awards ($) Total ($)
Douglas J. Murdock Termination Without
Cause or for
Good Reason — — — —
Termination Due to
Nicholas W. Moss Termination Without Cause or for Good Reason following a Change in Control 1,350,140 (5) 50,497 (5) 4,311,335 (4) 5,711,972
Death or Disability — —        2,023,280 (4) 2,023,280 Termination Due to Death or Disability — — 4,311,335 (4) 4,311,335
Change in Control — — 2,023,280 (4) 2,023,280 Change in Control — — 4,311,335 (4) 4,311,335
Steffen Sigloch Termination Without Termination Without Cause or for Good Reason following a Change in Control 1,138,149 (5) 37,034 (5) 4,497,941 (4) 5,673,125
Cause or for Termination Due to Death or Disability — — 4,497,941 (4) 4,497,941
Good Reason — — — — Change in Control — — 4,497,941 (4) 4,497,941
Mark Millerchip(6) Termination Without Cause or for Good Reason following a Change in Control 791,404 (5) 63,990 1,511,645 (4) 2,367,039
Termination Due to Termination Due to Death or Disability — — 1,511,645 (4) 1,511,941
Death or Disability — — 2,088,688 (4) 2,088,688 Change in Control — — 1,511,645 (4) 1,511,645
Change in Control — — 2,088,688 (4) 2,088,688
~~____________________~~

(1) Includes the value of continuation of base salary ~~continuation~~ and annual incentive compensation ~~equal to~~(determined based upon Mr. Christopher’s 2017 target bonus). Also includes the ~~average annual incentive compensation actually paid in the immediately preceding three years~~value of a pro-rata bonus for the ~~remainder~~year of ~~the term of the agreement as of December 26, 2015,~~termination, determined based on actual performance, which is payable onupon an involuntary termination without cause or a resignation for good reason, orand, in the Company’s discretion, upon a resignation for any reason following a change in control. The pro-rata bonus amount listed represents Mr. Christopher’s 2017 bonus paid pursuant to our 2017 annual incentive program. If Mr. Christopher resigns following a change in control, the amounts will be paid in a lump sum within 30 days following termination.
(2) Includes the value of a pro-rata bonus for the year of termination. The pro-rata bonus amount listed represents Mr. Christopher’s ~~2015~~2017 bonus paid pursuant to our ~~2015~~2017 annual incentive program.
(3) Includes the value of continued participation in the Company’s benefit plans following termination of employment until age 65, which is payable on an involuntary termination without cause or a resignation for good reason or a resignation for any reason following a change in control.
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(4) Includes the value of accelerated vesting of unvested shares of restricted stock as of December ~~26, 2015,~~30, 2017, based on a per share value of ~~$28.00. Other than shares of restricted stock granted to Mr. Martin in 2011 and 2012, unvested~~$35.43. Unvested shares of restricted stock granted to named executive officers will vest automatically in connection with a termination due to death or disability or a change in control. Mr. Christopher is also entitled to accelerated vesting of certain of his awards upon an involuntary termination without cause or a resignation for good reason. Payments to which named executive officers are entitled upon the accelerated vesting of restricted stock included payments associated with declared dividends and interest.
(5) Includes the value of: (i) two times the executive’s base salary as in effect on December 30, 2017; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 30, 2017; and (iii) the value of continued participation in Company’s group health plan for a period of two years (and, in the case of Mr. Millerchip, the estimated cost of private health care for a period of two years based upon the costs incurred by the Company in 2017). All amounts are payable on an involuntary termination without cause or upon a resignation by the executive for good reason that occurs upon or within two years following a change in control (Messrs. Martin, Moss, Sigloch and Millerchip are not entitled to any amounts in connection with such an involuntary termination that occurs outside of this two-year, post-change in control window).
(6) Termination or change in control-related payments to Mr. Millerchip appearing in this table have been converted from Great British Pound to U.S. Dollars by applying a currency exchange rate of 1.35, the exchange rate in effect as of December 30, 2017. Amounts listed in the “Accelerated Vesting of Equity Awards” column for Mr. Millerchip refer to accelerated vesting of phantom shares.
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~~2015~~2017 DIRECTOR COMPENSATION
The table below summarizes the total compensation we paid to our non-employee directors for the fiscal year ended December ~~26, 2015.~~30, 2017.
      Fees Earned or Paid in Cash       Stock Awards       Option Awards        Total
Name ($) ($)(1) ($)(1) ($)
Paul J. Flaherty                 79,625                 70,380 40,272 190,277
Gennaro J. Fulvio 98,225 70,380 40,272 208,877
Gary S. Gladstein 225,600 70,380 40,272 336,252
Scott J. Goldman 84,225 70,380 40,272 194,877
John B. Hansen 73,500 70,380 40,272 184,152
Terry Hermanson 82,875 70,380 40,272 193,527
Name Fees Earned or
Paid in Cash
($) Stock Awards
($)(1) Option Awards
($)(1) All Other
Compensation
($)(2) Total
($)
Paul J. Flaherty 83,000 61,930 33,744 16,800 195,474
Gennaro J. Fulvio 95,000 61,930 33,744 16,800 207,474
Gary S. Gladstein 130,000 61,930 33,744 16,800 242,474
Scott J. Goldman 84,000 61,930 33,744 16,800 196,474
John B. Hansen 76,000 61,930 33,744 16,800 188,474
Terry Hermanson 93,000 61,930 33,744 16,800 205,474
Charles P. Herzog, Jr. 31,000 33,090 15,910 0 80,000
~~____________________~~

(1) Represents the aggregate grant date fair value of awards granted to our directors in ~~2015,~~2017, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 1116 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December ~~26, 2015.~~30, 2017. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. As of December ~~26, 2015,~~30, 2017, the aggregate number of shares of our Common Stock subject to outstanding options held by our non-employee directors was as follows: Mr. Flaherty, ~~20,000~~33,333 shares, Mr. Fulvio, ~~20,000~~33,333 shares, Mr. Gladstein, ~~20,000~~33,333 shares, Mr. Goldman, ~~16,000~~28,444 shares, Mr. Hansen, 13,778 shares, Mr. Hermanson, 4,000 shares, and Mr. ~~Hermanson, 20,000~~Herzog, 2,000 shares. ~~Each~~Mr. Herzog held 1,000 shares of ~~these~~non-vested restricted stock, while all other non-employee directors ~~also~~each held 2,000 shares of non-vested restricted stock.
(2) With the exception of Mr. Herzog, who was elected to the Board effective July 31, 2017, totals for each of the listed directors include $6,800 in restricted stock dividends and $10,000 in the Company’s 6% Subordinated Debentures due in 2027 (which were issued in connection with the Company’s March 2017 Special Dividend).
During the ~~2015~~2017 fiscal year, ~~the chairman received an annual fee for serving on the Company’s Board~~each of ~~Directors of $200,000 and~~ the ~~remaining~~ non-employee directors received an annual fee of ~~$57,500. In~~$60,000 in addition ~~each director received a fee~~to fees of $2,000 per Board meeting. In his capacity as Chairman, Mr. Christopher received neither a retainer nor any meeting fees.
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During the ~~2015~~2017 fiscal year, each director received ~~$1,200~~$1,500 per Audit Committee meeting attended by such director. Also, each director received ~~$750~~$1,000 per Compensation and Stock Option, and Nominating and Corporate Governance Committee meeting attended by such director. In addition, each director received reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting. The Chairman of the Audit Committee received an annual fee of ~~$10,000~~$15,000 while the Chairman of each of the Compensation and Nominating and Corporate Governance Committees received an annual fee of ~~$3,500.~~$5,000.
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In ~~2015,~~2017, with the exception of Mr. Herzog, each non-employee director received a grant of options to purchase 4,000 shares of our Common Stock and was granted 2,000 shares of restricted stock pursuant to our 2009 Stock Incentive Plan. Mr. Herzog received a grant of options to purchase 2,000 shares of our Common Stock and was granted 1,000 shares of restricted stock. The options were fully vested as of their date of grant and the restricted stock will vest on May ~~4, 2016.~~2, 2018.
~~In 2013, the~~
The Company has adopted stock ownership guidelines for its non-employee directors recommending that they hold equity interests of the Company (including vested and unvested interests, provided that with respect to options, only vested options that are exercisable within 60 days of the applicable measurement date will be counted) with a value equal to three times the annual cash director fee payable to each such director. The purpose of the stock ownership guidelines is to ensure that directors achieve and maintain a minimum level of stock ownership in order to further the Company’s goal of aligning director economic interests with those of ~~shareholders.~~stockholders. All directors are expected to comply with the stock ownership guidelines within five years of being elected to the Board of Directors and current directors should comply as soon as practicable. Director compliance with the stock ownership guidelines is monitored on an ongoing basis by the Company’s General Counsel.
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REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF ~~DIRECTORS(1)~~DIRECTORS
The Audit Committee of the Board of Directors oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Public Company Accounting Oversight Board’s (PCAOB) Auditing Standard No. ~~16.~~1301. In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures required by Public Company Accounting Oversight Board’s Rule 3526, and considered the compatibility of non-audit services provided by the independent auditors with the auditor’s independence.
The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December ~~26, 2015~~30, 2017 for filing with the SEC. The Audit Committee and the Board has re-appointed, subject to ~~shareholder~~stockholder approval, Ernst & Young LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending December ~~31, 2016.~~29, 2018.
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The Audit Committee is governed by a formal charter which can be accessed from the Company’s website at www.muellerindustries.com or may be requested in print by any ~~shareholder.~~stockholder. The members of the Audit Committee are considered independent because they satisfy the independence requirements for Board members prescribed by the NYSE listing standards and Rule 10A-3 of the Exchange Act.
Gary S. Gladstein, Chairman
John B. Hansen
Terry Hermanson
~~Gennaro J. Fulvio, Chairman~~
~~Gary S. Gladstein~~
~~Scott J. Goldman~~
~~____________________~~

(1) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation and Stock Option Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Gennaro J. Fulvio, Chairman
Paul J. Flaherty
Scott J. Goldman
~~Terry Hermanson, Chairman~~
~~Paul J. Flaherty~~
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APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP (“EY”) has been reappointed by the Audit Committee to audit and certify the Company’s financial statements for the fiscal year ending December ~~31, 2016,~~29, 2018, subject to ratification by the Company’s stockholders. Ratification of the appointment of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon. If the appointment of EY is not ratified by the stockholders at the Annual Meeting, the Audit Committee will reconsider its action and will appoint auditors for the ~~2016~~2018 fiscal year without further stockholder action. Further, even if the appointment is ratified by stockholder action, the Audit Committee may at any time in the future in its discretion reconsider the appointment without submitting the matter to a vote of stockholders. It is expected that representatives of EY will be in attendance at the Annual Meeting and will be available to answer questions and to make a statement if they desire to do so.
The following table sets forth fees for professional services rendered by EY for the audit of the Company’s annual financial statements for each of the two fiscal years ended December ~~26, 2015~~30, 2017 and December ~~27, 2014~~31, 2016 and fees for other services rendered by EY during those periods:
      2015       2014
Audit Fees $2,624,900 $2,473,073
Audit-Related Fees 23,771 25,689
Tax Fees 352,975 325,207
All Other Fees — —
$3,001,646 $2,823,969

2017 2016
Audit Fees $ 2,481,000 $ 2,724,100
Audit-Related Fees 133,000 32,033
Tax Fees 336,000 370,406
All Other Fees — 119,366
$ 2,950,000 $ 3,245,905
Audit Fees consist of fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by EY in connection with statutory filings. Audit Fees also include fees for professional services rendered for the audits of internal control over financial reporting in ~~2015~~2017 and ~~2014.~~2016.
Audit-Related Fees include fees billed for assurance and other services not included in audit fees. The fees for ~~2015~~2017 and ~~2014~~2016 were for international accounting and reporting compliance.
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Tax Fees include fees billed for tax compliance, tax advice and tax planning matters.
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management are required periodically to report to the full Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. All of the services provided by the independent auditors during fiscal years ~~2015~~2017 and ~~2014,~~2016, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above were pre-approved.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOR THE APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the compensation of the Company’s named executive officers. This advisory vote gives stockholders another mechanism to convey their views about the Company’s compensation programs and policies.
The Company’s Compensation and Stock Option Committee is composed of knowledgeable and experienced independent directors, who are committed to regular review and effective oversight of our compensation programs. The Company’s executive compensation program has been designed to motivate the Company’s key employees to achieve the Company’s strategic and financial goals and to support the creation of long-term value for stockholders. The Company’s compensation policies and practices are centered on a pay for performance philosophy and reflect the belief that the Company’s success continues to depend in substantial
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part upon its ability to attract and retain qualified executive officers. We encourage stockholders to read the Executive Compensation section of this proxy statement,
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including the Compensation Discussion and Analysis and compensation tables, for a more detailed discussion of the Company’s compensation programs and policies and how they are appropriate and effective in creating value.
The following resolution will be submitted for a stockholder vote at the Annual Meeting. Stockholder approval of this proposal will require the affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon. Although the stockholder vote on executive compensation is not binding on the Board of Directors or the Company, the Company values the views of its stockholders. The Board of Directors and Compensation and Stock Option Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.
“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the ~~2015~~2017 Summary Compensation Table included in the proxy statement for the ~~2016~~2018 Annual Meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR ~~2017~~2019 ANNUAL MEETING
It is anticipated that the next Annual Meeting after the one scheduled for May ~~5, 2016~~3, 2018 will be held on or about May ~~4, 2017.~~2, 2019. The Company’s Bylaws require that, for nominations of directors or other business to be properly brought before an Annual Meeting, written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information concerning the nominating or proposing stockholder and information concerning the nominee and must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, in the case of the Annual Meeting to be held in ~~2017,~~2019, no earlier than December ~~6, 2016~~4, 2018 and no later than ~~January 5,~~
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~~2017.~~January 3, 2019. A copy of the applicable provisions of the Bylaws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below.
In addition to the foregoing, and in accordance with the rules of the SEC, in order for a stockholder proposal, relating to a proper subject, to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the Annual Meeting to be held in ~~2017,~~2019, such proposal must be received by the Secretary of the Company by November ~~24, 2016~~29, 2018 in the form required under and subject to the other requirements of the applicable rules of the SEC. If the date of the Annual Meeting to be held in ~~2017~~2019 is changed to a date more than 30 days earlier or later than May ~~4, 2017,~~2, 2019, the Company will inform the stockholders in a timely fashion of such change and the date by which proposals of stockholders must be received for inclusion in the proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
If any matter not described herein should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by them as they deem appropriate. At the date of this Proxy Statement, the Company knew of no other matters which might be presented for stockholder action at the Annual Meeting.
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SECTION ~~16(a)~~16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Based solely upon its review of Forms 3 and 4 received by it and written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that (except as set forth below) during ~~2015~~2017 all filing requirements applicable to its officers, directors and ten percent stockholders were complied with:
●
•
On ~~April 30, 2015,~~January 20, 2017, Mr. Flaherty completed a transaction in Common Stock requiring a Form 4 report, but a Form 4 report was not timely filed (a Form 4 reporting the transaction was filed on ~~May 8, 2015)~~February 10, 2017).
●
~~On May 7, 2015,~~
• Effective July 31, 2017, Mr.  ~~Barksdale completed a transaction in Common Stock~~Herzog was elected to serve on the Board of Directors of the Company, an event requiring a Form 3 report, but a Form 3 report was not timely filed (a Form 3 reporting the transaction was filed on ~~May 28, 2015)~~September 7, 2017).
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OTHER INFORMATION
Consolidated financial statements for the Company are included in the Annual Report to Stockholders for the year ended December ~~26, 2015~~30, 2017 that accompanies this Proxy Statement. These financial statements are also on file with the SEC, 100 F Street, N.E., Washington, D.C. 20549 and with the NYSE. The Company’s SEC filings are also available at the Company’s website at www.muellerindustries.com or the SEC’s website at www.sec.gov.
A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR ENDED DECEMBER ~~26, 2015~~30, 2017 (EXCLUDING EXHIBITS) OR, AS NOTED HEREIN, ANY OF THE COMPANY’S BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, OR CODE OF ETHICS WILL BE FURNISHED, WITHOUT CHARGE, BY WRITING TO ~~GARY C. WILKERSON,~~CHRISTOPHER J. MIRITELLO, CORPORATE SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS (8285 TOURNAMENT DRIVE, SUITE 150, MEMPHIS, TENNESSEE 38125). UPON RECEIPT BY WRITING TO THE FOREGOING ADDRESS, THE COMPANY WILL ALSO FURNISH ANY OTHER EXHIBIT OF THE ANNUAL REPORT ON FORM 10-K UPON ADVANCE PAYMENT OF THE REASONABLE OUT-OF-POCKET EXPENSES OF THE COMPANY RELATED TO THE COMPANY’S FURNISHING OF SUCH EXHIBIT.
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the ~~2016~~2018 Annual General Meeting to be held on May ~~5, 2016~~3, 2018:
The Proxy Statement and Annual Report are available at
HTTP://WWW.PROXYVOTE.COM
You will need the Control Number included on your proxy card. For the date, time, and location of the Annual General Meeting, please refer to “Solicitation of Proxies.” For information on how to attend and vote in person at the Annual General Meeting, an identification of the matters to be voted upon at the Annual General Meeting and the Board’s recommendations regarding those matters, please refer to “Solicitation of Proxies,” “Election of Directors,” “Appointment of Independent Registered Accounting Firm”, and “Approval of the Compensation of the Company’s Named Executive Officers.”
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HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The SEC has enacted a rule that allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements, prospectuses and other disclosure documents if they consent to do so. This is known as “Householding.” Please note, if you do not respond, Householding will start 60 days after the mailing of this notice. We will allow Householding only upon certain conditions. Some of those conditions are:
●
•
You agree to or do not object to the Householding of your materials,
●
• You have the same last name and exact address as another investor(s).
If these conditions are met, and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other disclosure documents.
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You may revoke a prior Householding consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. We will remove you from the Householding program within 30 days of receipt of your response, following which you will receive an individual copy of our disclosure document.
By order of the Board of Directors

Christopher J. Miritello
Corporate Secretary
~~By order of the Board of Directors~~
~~Gary C. Wilkerson~~
~~Corporate Secretary~~
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MUELLER INDUSTRIES, INC.
ATTN: ~~GARY WILKERSON~~CHRIS J. MIRITELLO
8285 TOURNAMENT DRIVE-STE. 150
MEMPHIS, TN 38125
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For Withhold For All
All All Except
The Board of Directors recommends you vote FOR the following:
☐ ☐ ☐
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1.         Election of Directors

1. Election of Directors

Nominees
Nominees

01         Gregory L. Christopher         02         Paul J. Flaherty         03         Gennaro J. Fulvio         04         Gary S. Gladstein         05         Scott J. Goldman       Gregory L. Christopher       02       Paul J. Flaherty       03       Gennaro J. Fulvio       04       Gary S. Gladstein       05       Scott J. Goldman
06 John B. Hansen 07 Terry Hermanson John B. Hansen 07 Terry Hermanson 08 Charles P. Herzog, Jr.

The Board of Directors recommends you vote FOR proposals 2. and 3.
For Against Abstain
2.2. Approve the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.
☐ ☐ ☐
3.3. To approve, on an advisory basis by non-binding vote, executive compensation. ☐ ☐ ☐ ☐
NOTE:Such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED, "FOR" PROPOSAL 2 ~~AND~~and "FOR" PROPOSAL 3.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date

Signature (Joint Owners) Date

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report, Notice & Proxy Statement, and Shareholder Letter are available at www.proxyvote.com
~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~~~The Annual Report and Notice & Proxy Statement are available atwww.proxyvote.com~~

MUELLER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY ~~5, 2016~~3, 2018
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints ~~Gary C. Wilkerson~~Christopher J. Miritello and Jeffrey A. Martin, and each of them, Proxies, with full power of substitution in each, to represent and to vote, as designated, all shares of Common Stock of Mueller Industries, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on May ~~5, 2016,~~3, 2018, and at all adjournments thereof, upon and in respect of the matters set forth on the reverse side hereof, and in their discretion, upon any other matter that may properly come before said meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Continued and to be signed on reverse side

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]		Preliminary Proxy Statement
[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]		Definitive Proxy Statement
[ ]		Definitive Additional Materials
[ ]		Soliciting Material Pursuant to §240.14a-12

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[ ]	Fee paid previously with preliminary materials.

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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	4)	Date Filed:

SOLICITATION OF PROXIES		1
VOTING SECURITIES		2
PRINCIPAL STOCKHOLDERS		3
ELECTION OF DIRECTORS		56
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES		67
CORPORATE GOVERNANCE		1416
Director Independence		1416
Meetings of Non-Management Directors		1517
Audit Committee		1517
Compensation and Stock Option Committee		1618
Nominating and Corporate Governance Committee		1719
Compensation Committee Interlocks and Insider Participation		1921
Corporate Governance Guidelines		1921
Code of Business Conduct and Ethics		2022
Policies and Procedures for Approval of Related Party Transactions		2022
Directors’ Attendance at Annual Meetings of Stockholders		2123
Communication ~~With~~with the Board of Directors		2123
COMPENSATION DISCUSSION AND ANALYSIS		2123
Executive Summary		2123
Compensation Policies and Objectives		2224
2017 Say-on-Pay Vote; Stockholder Outreach; 2017 Say-on-Pay Frequency Vote	24
Determination of Compensation		2325
Elements of Compensation		2527
Tax Considerations		3134
Compensation Risk Management		3235
SUMMARY COMPENSATION TABLE FOR ~~2015~~2017		3336
~~2015~~Pay Ratio	37
2017 GRANTS OF PLAN BASED AWARDS TABLE		3539
OUTSTANDING EQUITY AWARDS AT FISCAL ~~2015~~2017 YEAR-END		3944
~~2015~~2017 OPTION EXERCISES AND STOCK VESTED		4147
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR
CHANGE OF CONTROL AS OF THE END OF ~~2015~~2017		4147
~~2015~~2017 DIRECTOR COMPENSATION		4451
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		4653
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION		4754
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		4855
ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS		4956
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR ~~2017~~2019 ANNUAL MEETING		5057
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING		5158
SECTION ~~16(a)~~16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING		5258
OTHER INFORMATION		5259
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS		5359
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		5360

	Shares Beneficially
Name and Address of Beneficial Owner	Owned			Percent of Class
GAMCO Investors, Inc.		5,790,160	(1)		10.2%	(2)
One Corporate Center
Rye, NY 10580
BlackRock, Inc.		5,502,468	(3)		9.6%	(4)
55 East 52nd Street
New York, NY 10022
The Vanguard Group, Inc.		4,261,146	(5)		7.5%	(4)
100 Vanguard Blvd.
Malvern, PA 19355
FMR LLC		3,884,726	(6)		6.8%	(4)
245 Summer Street
Boston, MA 02210
Wellington Management Group, LLP		3,731,876	(7)		6.5%	(4)
280 Congress Street
Boston, MA 02210

Name and Address of Beneficial Owner	Shares Beneficially Owned			Percent of Class
Blackrock, Inc. 55 East 52nd Street New York, NY 10055		7,424,345	(1)		12.8	%(2)
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580		6,388,750	(3)		11.1	%(2)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		5,329,917	(4)		9.2	%(2)
FMR LLC 245 Summer Street Boston, MA 02210		4,132,470	(5)		7.1	%(2)
Wellington Management Group LLP 280 Congress Street Boston, MA 02210		4,033,405	(6)		7.0	%(2)

	~~Mueller Industries, Inc.~~MUELLER INDUSTRIES, INC.
	(Name of Registrant as Specified In Its Charter)


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

	1.	To elect ~~seven~~eight directors, each to serve until the next annual meeting of stockholders (tentatively scheduled for May ~~4, 2017)~~2, 2019) or until his successor is elected and qualified;

	2.	To consider and act upon a proposal to approve the appointment of Ernst & Young LLP, independent registered public accountants, as auditors of the Company for the fiscal year ending December ~~31, 2016;~~29, 2018;

	3.	To conduct an advisory vote on the compensation of the Company’s named executive officers; and

	4.	To consider and transact such other business as may properly be brought before the Annual Meeting and any adjournment(s) thereof.

(2)	The percent of class shown was based on the shares of Common Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 30, 2017. The difference in the total number of shares outstanding on December 30, 2017 and March 16, 2018 does not materially affect the percentage of ownership of the class.

(3)	This information is based on a Schedule 13D/A filed by GAMCO Investors Inc. (“GBL”) and certain of its affiliates (collectively, the ~~Gabelli Reporters).~~“Gabelli Reporters”) on October 27, 2016. The Schedule 13D/A reported that GAMCO Asset Management, Inc. (“GAMCO”) beneficially owns ~~3,789,629~~4,144,650 of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns ~~1,901,531~~2,142,100 of the shares reported; GGCP, Inc. (“GGCP”) beneficially owns ~~14,000~~15,000 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns ~~71,500~~73,500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 8,000 of the shares reported; MJG Associates, Inc. (“MJG”) beneficially owns 1,000 of the shares reported; ~~and GAMCO Investors,~~Associated Capital Group, Inc. (“~~GBL”~~Associated”) beneficially owns ~~4,500~~4,000 of the shares reported; and Gabelli Securities, Inc. beneficially owns 500 of the shares reported. In addition, the Schedule 13D/A ~~also~~ reported that each Gabelli Reporter (and certain executives, directors and other related persons as disclosed on the Schedule 13D/A) ~~have~~has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Common Stock reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote ~~443,200~~246,176 of the reported shares, (ii) Gabelli Funds, a wholly-owned subsidiary of GBL, has sole dispositive and voting power with respect to the shares of the Company held by certain funds (the “Funds”) for which it provides advisory services to, so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under

	special circumstances such as regulatory considerations, and (iv) the power of Gabelli, Associated, GBL, and GGCP is indirect with respect to Common Stock beneficially owned directly by other Gabelli Reporters.

~~(2)~~	The percent of class shown was based on the shares of Common Stock reported on the Schedule 13D/A and the total number of shares outstanding as of June 27, 2015 (as reported in the Company’s Form 10-Q filed on July 22, 2015, the Company’s most recently filed Form 10-Q on which the Schedule 13D/A was based). The difference in the total number of shares outstanding on June 27, 2015 and March 11, 2016 does not materially affect the percentage of ownership of the class.

~~(3)~~	This information is based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission (“SEC”) on January 26, 2016. BlackRock filed this Schedule 13G/A on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G/A reported that BlackRock has sole voting and dispositive power with respect to 5,373,581 and 5,502,468, respectively, of the shares shown. The Schedule 13G/A also reported that BlackRock Fund Advisors owned 5% or greater of the security class being reported on the Schedule 13G/A.

(4)	The percent of class shown was based on the shares of Common Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 26, 2015. The difference in the total number of shares outstanding on December 26, 2015 and March 11, 2016 does not materially affect the percentage of ownership of the class.

~~(5)~~	This information is based on a Schedule 13G/A filed by The Vanguard Group, Inc. (“VGI”) with the ~~Securities and Exchange Commission~~SEC on February ~~10, 2016.~~9, 2018. According to the Schedule 13G/A, VGI has sole voting and dispositive power with respect to ~~108,416~~111,842 and ~~4,152,430,~~5,215,239, respectively, of the shares shown. VGI also has shared voting power with respect to ~~3,700~~7,900 of the shares shown, and shared dispositive power with respect to ~~108,716~~114,678 of the shares shown. In addition, the Schedule 13G/A reported that Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of VGI, is the beneficial owner of ~~105,016~~106,778 of the shares shown as a result of its serving as investment manager of collective trust accounts. The Schedule 13G/A also reported that Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of VGI, is the beneficial owner of ~~7,100~~12,964 of the shares shown as a result of its serving as investment manager of Australian investment offerings.

	under the Investment Company Act of 1940 (the “Investment Company Act”), to form a controlling group with respect to FMR. ~~None~~Neither of the FMR Reporters ~~have~~has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by the Fidelity Management & Research Company (“FMR Co.”), a wholly owned subsidiary of FMR, ~~LLC,~~ which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

~~(7)~~ (6)	This information is based on a Schedule 13G/A filing by Wellington Management Group, LLP (“Wellington”), in its capacity as an investment advisor on February ~~11, 2016.~~8, 2018. According to the Schedule 13G/A, Wellington has shared voting and dispositive power with respect to ~~2,833,166~~3,212,805 and ~~3,731,876,~~4,033,405, respectively, of the shares shown. In addition, the Schedule 13G/A reported that the securities as to which the Schedule 13G/A relates to are owned of record by clients of one or more Wellington-affiliated investment advisers directly, or indirectly owned by Wellington. The Schedule 13G/A discloses that (i) ~~their~~those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities and (ii) no client is known to have such right or power with respect to more than five percent of this class of securities.

	~~Common Stock~~
	~~Beneficially~~
	~~Owned as of~~		~~Percent of~~
Principal Occupation, Employment, etc.	Common Stock Beneficially Owned as of March ~~11, 2016~~16, 2018		Percent of Class

Paul J. Flaherty		~~39,272~~54,406		*
Director of the Company since August 2, 2007; age 7678 (1)

Gennaro J. Fulvio		~~51,460~~62,333		*
Director of the Company since May 9, 2002; age 5961 (2)

Gary S. Gladstein		~~101,963~~132,696		*
Lead Independent Director since January 1, 2016;
Director of the Company since July 1, 2000; age 7173 (3)

Scott J. Goldman		~~20,000~~38,444		*
Director of the Company since January 1, 2008; age 6365 (4)

John B. Hansen		~~77,607~~77,385		*
Director of the Company since August 4, 2014; age 6971 (5)

Terry Hermanson		~~32,162~~27,126		*
Director of the Company since February 13, 2003; age 7375 (6)

Charles P. Herzog, Jr.		6,624		*
Director of the Company since July 31, 2017; age 60 (7)

	Common Stock
	Beneficially
	Owned as of		Percent of
Principal Occupation, Employment, etc.	March 11, 2016		Class
Gregory L. Christopher		583,401	1.0%
Chairman of the Board of Directors since January 1, 2016;
Chief Executive Officer of the Company since October 30, 2008;
Director of the Company since October 28, 2010; age 54 (7)

Brian K. Barksdale		32,203	*
Vice President – Marketing of the Company since
November 10, 2013; age 40 (8)

Daniel R. Corbin		41,785	*
Vice President - Corporate of the Company since May 7, 2015;
age 58 (9)

Richard W. Corman		82,583	*
Vice President - Financial Systems of the Company since
May 7, 2015; age 59 (10)

Jeffrey A. Martin		120,051	*
Chief Financial Officer and Treasurer of the Company since
February 14, 2013; age 49 (11)

Mark Millerchip		—	—
Executive Director – European Operations of the Company since
May 28, 2010; age 49 (12)

Nicholas W. Moss		127,354	*
President - B&K LLC since May 7, 2015; age 59 (13)

Douglas J. Murdock		130,859	*
President - Climate Businesses of the Company from May 7, 2015
until March 11, 2016; age 47 (14)

Daniel G. Pieralisi		14,659	*
Group Financial Officer – Cold Climate Group of the Company
since December 27, 2015; age 41 (15)

Steffen Sigloch		90,509	*
President - Extruded Products of the Company since
January 1, 2013; age 47 (16)

Anthony J. Steinriede		14,391	*
Vice President – Corporate Controller of the Company since
April 23, 2015; age 39 (17)

Principal Occupation, Employment, etc.	Common Stock Beneficially Owned as of March 16, 2018		Percent of Class

Gregory L. Christopher		555,078		*
Chairman of the Board of Directors since January 1, 2016; Chief Executive Officer of the Company since October 30, 2008; Director of the Company since October 28, 2010; age 56 (8)

Brian K. Barksdale		51,261		*
Vice President – Marketing of the Company since November 10, 2013; age 42 (9)

Daniel R. Corbin		57,352		*
Senior Vice President – Plastics of the Company since May 4, 2017; age 60 (10)

Donald Glover		12,445		*
President – Mueller Brass Company since January 1, 2017; age 53 (11)

Jeffrey A. Martin		129,012		*
Chief Financial Officer and Treasurer of the Company since February 14, 2013; age 51 (12)

Mark Millerchip		—		—
Executive Director – European Operations of the Company since May 28, 2010; age 51 (13)

Christopher J. Miritello		12,000		*
Vice President, General Counsel and Secretary of the Company since January 1, 2017; age 35 (14)

Nicholas W. Moss		178,281		*
President - B&K LLC since May 7, 2015; age 61 (15)

Steffen Sigloch		136,170		*
Chief Manufacturing Officer of the Company since May 4, 2017; age 49 (16)

Anthony J. Steinriede		17,413		*
Vice President – Corporate Controller of the Company since April 23, 2015; age 41 (17)

Nadiem Umar		41,822		*
President – International Division of the Company since January 1, 2016; age 57 (18)

*	Less than 1%

**	Includes ~~599,786~~224,266 shares of Common Stock which are subject to currently exercisable stock options and ~~562,478~~647,863 shares of non-vested restricted stock held by executive officers and directors of the Company.

(1)	Mr. Flaherty has been a member of the Advisory Board of Aon Risk Services, Inc., a subsidiary of Aon Corporation (“Aon”), the global insurance and risk management firm, since 2001. Prior to his tenure with Aon, Mr. Flaherty was associated with ~~Burson- Marsteller-WPP,~~Burson-Marsteller-WPP, a global public affairs and public relations firm. Mr. Flaherty was nominated to serve as a director of the Company because of his years of experience counseling boards and senior management. In addition, his experience in insurance and risk management enable him to assist the Board of Directors in performing its risk oversight function. The number of shares of Common Stock beneficially owned by Mr. Flaherty includes (i) ~~20,000~~33,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(2)	Mr. Fulvio has been a member of Fulvio & Associates, LLP, Certified Public Accountants, since 1987. Mr. Fulvio was nominated to serve as a director of the Company because of his strength in the area of accounting, his knowledge of and experience with tax matters, and his financial acumen. The number of shares of Common Stock beneficially owned by Mr. Fulvio includes (i) ~~20,000~~33,333 shares of Common Stock which are subject to currently exercisable stock options, (ii) ~~29,460~~27,000 shares of Common Stock which are owned by Mr. Fulvio’s spouse and (iii) 2,000 shares of non-vested restricted stock.

	On June 27, 2017, pursuant to an Offer of Settlement, and without admitting or denying the findings contained therein, the PCAOB issued an Order Instituting Disciplinary Proceedings, Making Findings and Imposing Sanctions against Fulvio & Associates LLP (the “Firm”), Mr. Fulvio and certain other named affiliates of the Firm (collectively, “Respondents”) for Respondents’ having allegedly “violated PCAOB rules and standards in connection with their audit and examination engagement for a broker-dealer client, for the fiscal year ending June 30, 2014.” See PCAOB Release No. 105-2017-029 dated June 27, 2017.

	member of the compensation, audit and other committees of public company boards, Mr. Gladstein is familiar with a full range of corporate and board functions. The number of shares of Common Stock beneficially owned by Mr. Gladstein includes (i) ~~20,000~~33,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(4)	For nine years, Mr. Goldman ~~is the co-founder and~~has served as Chief Executive Officer of TextPower, Inc. The ~~company’s two divisions provide~~company, which Mr. Goldman also co-founded, provides software-integrated text messaging alerts to utilities, courts and universities and cybersecurity services using a patented technology that authenticates identities and stops hackers. He also speaks, writes and educates enterprises about cybersecurity issues and best practices. From 1999 through 2001 Mr. Goldman served as the Chief Executive Officer of the WAP Forum (now the Open Mobile Alliance), a global technology organization promoting standardized wireless and mobile Internet access. Prior to that, he founded and was principal of The Goldman Group, a consultancy that assisted Fortune 1000 companies in licensing, developing, building and operating wireless technologies and systems around the world. Mr. Goldman was nominated to serve as a director of the Company because of his extensive experience with cybersecurity, advanced technologies and global market strategies. The number of shares of Common Stock beneficially owned by Mr. Goldman includes (i) ~~16,000~~28,444 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(5)	Mr. Hansen served as Executive Vice President of the Company from January 1, 2013 tountil April 30, 2014, when he retired. Prior to that time, he served as (i) President-Plumbing Business of the Company from January 1, 2011 tountil January 1, 2013, (ii) ~~President- Manufacturing~~President-Manufacturing Operations from May 18, 2009 until January 1, 2011 and (iii) Senior Vice President - Strategy and Industry Relations prior to May 18, 2009. Mr. Hansen was nominated to serve as a director because of his extensive industry experience and knowledge of the Company’s business operations. The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) ~~4,000~~13,778 shares of Common Stock which are subject to currently exercisable stock options, (ii) ~~20,000~~18,000 shares of Common Stock owned by a trust where his wife and children serve as beneficiaries and (iii) 2,000 shares of ~~non- vested~~non-vested restricted stock.

(6)	Mr. Hermanson has been the principal ~~and President~~ of Mr. Christmas Incorporated, a wholesale merchandising company, ~~for more than the last five years.~~since 1978, and serves as its Chairman. Mr. Hermanson was nominated to serve as a director of the Company because he has extensive experience in management and strategic planning, as well as a thorough knowledge of wholesale merchandising and international business issues. The number of shares of Common Stock beneficially owned by Mr. Hermanson includes (i) ~~20,000~~4,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(7)	Since 2010, Mr. Herzog has been a principal at Atadex LLC, a firm he co-founded. He co-founded a second firm, Vypin LLC, in 2016. Atadex and Vypin provide advanced technological and data delivery solutions to support the transportation logistics industry. Mr. Herzog was nominated to serve as a director of the Company based on his extensive knowledge of the transportation logistics industry, and the developing technologies that support it. The number of shares of Common Stock beneficially owned by Mr. Herzog includes (i) 2,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 1,000 shares of non-vested restricted stock.

(8)	Prior to October 30, 2008, Mr. Christopher served as Chief Operating Officer. The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) ~~91,720 shares of Common Stock which are subject to currently exercisable stock options, (ii)~~

		~~190,800~~240,400 shares of non-vested restricted stock, ~~(iii) 1,800~~(ii) shares of Common Stock owned jointly between Mr. Christopher and his spouse, ~~(iv) 140,000~~(iii) 120,000 shares owned by a trust ~~where~~in which his wife ~~serves as~~is beneficiary, ~~(v)~~(iv) 80,000 shares owned by a trust ~~where~~in which he ~~serves as~~is beneficiary and ~~(vi)~~(v) 6,800 shares of Common Stock which are owned by Mr. Christopher’s children.

~~(8)~~	(9)	Mr. Barksdale served as Director – Wholesale Plumbing Sales of the Company from March 7, 2009 tountil November 10, 2013, and was a Local and Regional Territory Sales Representative from June 1, 2000 tountil March 7, 2009. He has been employed with the Company since September 1999. The number of shares of Common Stock beneficially owned by Mr. Barksdale includes (i) ~~17,800~~20,289 shares of Common Stock which are subject to currently exercisable stock options and (ii) ~~10,526~~17,769 shares of non-vested restricted stock.

~~(9)~~	(10)	Mr. Corbin served as (i) Vice President – Corporate of the Company from May 7, 2015 until May 4, 2017; (ii) Vice President – Corporate Manufacturing/Engineering of the Company from January 1, 2014 until May 7, 2015, ~~(ii)~~(iii) Vice President – Copper Business from December 1, 2010 until December 31, 2013, and (iii) Vice President – Fittings and Distribution Business-Standard Products Division of the Company prior to December 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Corbin includes ~~34,370~~(i) 15,732 shares owned by a trust of which his children are beneficiaries and (ii) 41,620 shares of non-vested restricted stock.

~~(10)~~	(11)	Mr. ~~Corman~~Glover previously served as ~~Vice~~ President – ~~Controller~~Industrial Metals of the Company from ~~October 28, 2004~~May 5, 2016 until January 1, 2017. He joined the Company in May ~~7, 2015.~~2013 as General Manager of Micro Gauge, Inc. and Mueller Impacts Company, Inc. Prior to that, he served as General Manager of Oak Adaptive, an ERP software development firm, and held a variety of

	positions with Masco Corporation. The number of shares of Common Stock beneficially owned by Mr. ~~Corman~~Glover includes (i) ~~44,938~~2,445 shares of Common Stock which are subject to currently exercisable stock options and (ii) ~~8,546~~10,000 shares of non-vested restricted ~~stock.~~shock.

~~(11)~~	(12)	Mr. Martin served (i) as Interim Chief Financial Officer of the Company from October 26, 2012 tountil February ~~13,~~14, 2013, (ii) as Vice President - Corporate Development of the Company from January 11, 2011 tountil October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1, 2008 tountil January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The number of shares of Common Stock beneficially owned by Mr. Martin includes (i) ~~58,000~~17,866 shares which are subject to currently exercisable stock options, (ii) ~~17,031~~39,726 shares of Common Stock owned jointly between Mr. Martin and his wife and (iii) ~~45,020~~71,420 shares of non-vested restricted stock.

~~(12)~~	(13)	Mr. Millerchip served as Managing Director – Mueller Primaflow Limited prior to May 28, 2010.

~~(13)~~(14)	Mr. Miritello served as Deputy General Counsel of the Company from September 15, 2015 to December 31, 2016. Prior to joining the Company, he was associated with the New York office of Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes 12,000 shares of non-vested restricted stock.

(15)	Mr. Moss served as President – Global and Retail Business of the Company from March 6, 2007 until May 7, 2015. The number of shares of Common Stock beneficially owned by Mr. Moss includes (i) ~~20,000~~24,445 shares of Common Stock which are subject to currently exercisable stock options and (ii) ~~77,634~~101,634 shares of non-vested restricted stock.

~~(14)~~	(16)	Mr. ~~Murdock~~Sigloch served as (i) President – ~~Fabricated~~Piping Systems North America of the Company from May 5, 2016 until May 4, 2017; (ii) President – Extruded Products of the Company from January 1, 2013 until May 7, 2015, and (ii) President – Engineered Products Division of the Company prior to January 1, 2013. The number of shares of Common Stock beneficially owned by Mr. Murdock as of the close of business on March 11,5, 2016, included (i) 25,328 shares of Common Stock which were subject to then exercisable stock options, and (ii) 72,260 shares of non-vested restricted stock. As reported by the Company in a Form 8-K filed March 15,

		2016, Mr. Murdock resigned from the Company effective March 11, 2016, to pursue a new career opportunity as the Chief Executive Officer of Tecumseh Products Company, which is owned by Tecumseh Products Holdings LLC, a joint venture in which the Company owns a 50% interest. In connection with his resignation, Mr. Murdock (i) exercised his then exerisable options to purchase 25,328 shares of Common Stock, and (ii) forfeited his 72,260 shares of non-vested restricted stock. The number of shares beneficially owned by Mr. Murdock, as listed in the table, does not reflect those transactions.

~~(15)~~		~~Mr. Pieralisi served as (i) Vice President – Operations Controller of the Company from April 1, 2014 to December 26, 2015, (ii) Director of Finance from September 1, 2010 until April 1, 2014, and~~ (iii) Accounting Manager prior to September 1, 2010. Prior to joining the Company in June 2006, Mr. Pieralisi served as Audit Senior Manager and held other positions at Deloitte & Touche, LLP, an independent registered public accounting firm. The number of shares of Common Stock beneficially owned by Mr. Pieralisi includes (i) 11,000 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 2,538 shares of non-vested restricted stock.

~~(16)~~		~~Mr. Sigloch served as (i)~~ Corporate Vice President – Engineering and Manufacturing of the Company from January 1, 2012 tountil January 1, 2013, and ~~(ii)~~(iv) Vice President – Engineering and Manufacturing of Mueller Europe, Ltd, from July 1, 2011 tountil January 1, 2012. Prior to joining the Company on July 1, 2011, Mr. Sigloch served as Chief Executive Officer of Wieland Copper Products, LLC. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes ~~74,596~~105,796 shares of non-vested restricted stock.

(17)		Mr. Steinriede served as (i) Director of Finance at the Company from April 1, 2014 until April 23, 2015, ~~ii)~~(ii) Assistant Corporate Controller from September 1, 2010 until April 1, 2014, and (iii) Corporate Accounting Manager prior to September 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Steinriede includes (i) ~~11,000~~7,944 shares of Common Stock which are subject to currently exercisable stock options and (ii) ~~2,388~~3,185 shares of non-vested restricted stock.

(18)		Mr. Umar served as (i) Vice President of Mueller Distribution Group from May 7, 2015 until January 1, 2016; (ii) Vice President – International Sales for Mueller Streamline - Standard Products from 2009-2016, and (iii) Director of International Sales – Mueller Standard Products Division from 2000-2009. The number of shares of Common Stock beneficially owned by Mr. ~~Wilkerson~~Umar includes 20,654 shares of non-vested restricted stock.

●	~~In accordance with the rules and regulations of the SEC, the above paragraph~~regarding the independence of the members of the Audit Committeeshall not be deemed to be “soliciting material” or to be “filed” with theSEC or subject to Regulation 14A or 14C of the Exchange Act or to theliabilities of Section 18 of the Exchange Act and shall not be deemed to beincorporated by reference into any filing under the Securities Act of 1933,as amended (the “Securities Act”), or the Exchange Act, notwithstandingany general incorporation by reference of this Proxy Statement into anyother filed document.

●	~~Ernst & Young LLP, the Company’s independent auditors, reports directlyto the Audit Committee.~~

●	~~The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and~~the rules adopted thereunder, meets with management and the Company’sindependent auditors prior to the filing of officers’ certificationswith the SEC to receive information concerning, among other things,significant deficiencies in the design or operation of internal control overfinancial reporting.
	- 17 -

●	~~The Nominating and Corporate Governance Committee recommends to~~the Board of Directors as director nominees individuals of establishedpersonal and professional integrity, ability and judgment, and who arechosen with the primary goal of ensuring that the entire Board of Directorscollectively serves the interests of the Company’s stockholders. Dueconsideration is given to assessing the qualifications of potential nomineesand any potential conflicts with the Company’s interests. The Nominatingand Corporate Governance Committee also assesses the contributionsof the Company’s incumbent directors in connection with their potentialre-nomination. In identifying and recommending director nominees, theCommittee members take into account such factors as they determineappropriate, including recommendations made by the Board of Directors.

●	~~Under its charter, the Nominating and Corporate Governance Committee~~considers whether the viewpoint, professional experience, education, skilland other individual qualities and attributes of any potential nominee wouldcontribute to the diversity of the Board as a whole. The diversity of theCompany’s Board and employees is a tremendous asset. The Committeeand Company are firmly committed to providing equal opportunity in allaspects of the Board nomination process and employment. The Committeewill not exclude any potential Board nominee from consideration based onage, gender, race, color of skin, ethnic origin, political affiliation, religiouspreference, sexual orientation, country of origin, physical handicaps orany other category.

●	~~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 by any shareholder.~~- 21 -

●	~~The Company has adopted a Code of Business Conduct and Ethics, which~~is 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 BusinessConduct and Ethics covers topics, including but not limited to, conflictsof interest, confidentiality of information and compliance with laws andregulations.

●	~~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.

●	~~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.~~

Name	Performance Criteria	Performance Target	Weighting			Achievement Level(4)			2015 Performance Factor
Gregory L. Christopher	Consolidated
	Company Adjusted
	Operating Income	$147.1 million		100	%		100	%		100	%
Jeffrey A. Martin	Consolidated
	Company Adjusted
	Operating Income	$147.1 million		100	%		100	%		100	%
Nicholas W. Moss(1)	Consolidated
	Company Adjusted
	Operating Income	$147.1 million		80	%		100	%		80	%
	Business Line
	Adjusted Operating
	Income	$22.25 million		14	%		85	%		11.9	%
Douglas J. Murdock(2)	Consolidated
	Company Adjusted
	Operating Income	$147.1 million		80	%		100	%		80	%
	Business Line
	Adjusted Operating
	Income	$11.9 million		20	%		97	%		19.4	%
Steffen Sigloch(3)	Consolidated
	Company Adjusted
	Operating Income	$147.1 million		80	%		100	%		80	%
	Business Line
	Adjusted Operating
	Income	$108.5 million		20	%		75	%		15	%

(1)	Adjustments to operating income as presented in the Company’s audited financial statements for purposes of defining the performance criteria included: (i) certain standard adjustments made annually, including eliminations for health care claims, expenses associated with phantom shares granted to personnel in our European businesses, and FIFO variances; (ii) certain adjustments made when applicable, including impairment charges, gain on the sale of assets, purchase accounting adjustments and certain inventory related adjustments; and (iii) certain other adjustments, including expenses associated with the modernization and relocation of manufacturing equipment.

(2)	To ensure an alignment between pay and performance, incentive compensation amounts would not, except as otherwise explained herein, have been paid to the named executive officers in any case where the achievement level of the operating income performance target applicable to the incentive compensation amount was less than 80%. Listed below are, for Messrs. Christopher, Martin, Moss and Sigloch, the corresponding performance factors for various levels of achievement above the threshold of 80% of the operating income performance target. Based upon his grade level factor, Mr. Millerchip’s maximum payout percentage was 150%.

Performance to Target		Payout Percentage			Performance to Target			Payout Percentage
	< 80%		0	%		117	%		160	%
	80-84%		40	%		118	%		165	%
	85-89%		55	%		119	%		170	%
	90-94%		70	%		120	%		175	%
	95-99%		85	%		121	%		180	%
	100-104%		100	%		122	%		185	%
	105-109%		115	%		123	%		190	%
	110-114%		130	%		124	%		195	%
	115%		150	%		125	%		200	%
	116%		155	%		> 125	%		200	%


~~(1)~~(3)	For the portion of Mr. ~~Moss,~~Moss’s annual incentive compensation that was based upon the Trading Group’s performance, B&K LLC & Mexico was the applicable business line. In addition to the adjusted operating income target described above, 6%7.5% of Mr. Moss’s Trading Group-based annual incentive compensation was determined based on ~~47%~~124% achievement of a sales volume target ~~of 2%~~ growth over ~~2014~~2016 sales volumes for the B&K LLC & Mexico business line.

(4)	For the portion of Mr. Sigloch’s annual incentive compensation that was based upon Streamline performance, Copper Tube, Copper Fittings, Linesets and Plastics were the applicable business lines. Mr. Sigloch’s 2017 performance factor for this portion of his annual incentive compensation was determined by averaging the performance factors for each of the four aforementioned business lines, with equal weight given to each.

~~(2)~~	For Mr. Murdock, the Refrigeration Products Division, Westermeyer Industries and Fabricated Tube Products were the applicable business lines, and the total performance target was $11.9 million of adjusted operating income. The business line achievement level shown above represents the average achievement level realized across the three applicable business lines.

~~(3)~~	For Mr. Sigloch, Brass Rod, Copper Tube, Forgings and Precision Tube were the applicable business lines, and the total performance target was $108.5 of adjusted operating income. The business line achievement level shown above represents the average achievement level realized across the four applicable business lines.

~~(4)~~	To ensure an alignment between pay and performance, bonus amounts would not have been paid in any case where the achievement level of the operating income performance target applicable to the bonus amount was less than 80%.

					Non-Equity
				Stock	Incentive Plan		All Other
		Salary	Bonus	Awards	Compensation		Compensation			Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)		($)			($)
Gregory L. Christopher	2015	934,615	—	2,074,880		1,138,269		170,646	(3)	4,318,410
Chief Executive Officer	2014	900,000	—	1,843,200		2,250,000		121,781		5,114,981
and Chairman	2013	748,891	—	1,809,920		1,872,228		126,929		4,557,968
Jeffrey A. Martin	2015	297,481		518,720		267,733		35,060	(4)	1,118,994
Chief Financial Officer	2014	270,000	—	432,000		405,000		18,286		1,125,286
	2013	243,462	—	431,500		273,894		21,275		970,131
Nicholas W. Moss	2015	369,404	50,000	810,500		315,175		31,968	(5)	1,577,047
President – B&K LLC	2014	348,991	30,000	720,000		628,183		39,942		1,767,116
	2013	330,720	—	832,307		426,438		19,463		1,608,928
Douglas J. Murdock(8)	2015	300,139		713,240		268,324		28,739	(6)	1,310,442
President – Climate Businesses	2014	281,075	—	633,600		505,936		29,558		1,450,169
	2013	271,620	—	739,929		350,586		27,610		1,389,745
Steffen Sigloch	2015	311,538	50,000	810,500		266,365		15,970	(7)	1,454,373
President – Extruded Products	2014	300,000	—	720,000		540,000		22,949		1,582,949
	2013	275,562	—	750,180		355,955		11,150		1,392,847

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Gregory L. Christopher Chief Executive Officer & Chairman		2017		1,100,000		—		2,105,280		962,500		445,812	(2)		4,613,592
		2016		1,100,000		—		2,388,400		1,168,750		157,275			4,814,425
		2015		934,615		—		2,074,880		1,138,269		170,646			4,318,410

Jeffrey A. Martin Chief Financial Officer & Treasurer		2017		335,000		—		526,320		211,050		58,519	(3)		1,130,889
		2016		310,962		—		614,160		237,886		15,155			1,178,163
		2015		297,481		—		518,720		267,733		35,060			1,118,994

Nicholas W. Moss President – B&K LLC		2017		378,967		—		774,000		185,031		154,518	(4)		1,492,516
		2016		368,719		50,000		921,240		282,070		25,260			1,647,289
		2015		369,404		50,000		810,500		315,175		31,968			1,577,047

Steffen Sigloch Chief Manufacturing Officer		2017		321,906		—		774,000		179,623		114,222	(5)		1,389,751
		2016		310,961		—		921,240		237,886		40,376			1,510,463
		2015		311,538		50,000		810,500		266,365		15,970			1,454,373

Mark Millerchip Executive Director, Mueller Europe(6)(7)		2017		207,595				383,982		233,545		100,547	(8)		925,669

(1)		~~Amounts disclosed in this column represent discretionary incentive compensation awards paid to Messrs. Moss and Sigloch in recognition of outstanding service to the Company and leadership.~~

~~(2)~~		This column represents the aggregate grant date fair value of awards (and in the case of Mr. Millerchip, phantom shares) granted to our named executive officers in ~~2015,~~2017, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 1216 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December ~~26, 2015.~~30, 2017. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers.

~~(3)~~	(2)	Mr. Christopher’s other compensation includes $352,825 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$23,128 reimbursement of the income tax liabilities associated with certain perquisites, $23,011 in club memberships and personal tax and estate planning, a $10,800 matching contribution to the Company’s 401(k) Plan, ~~$36,320 in restricted stock dividends, $23,545 in club memberships, personal tax~~ and ~~estate planning, and an executive physical, $14,846~~$3,545 in Company incentive trips (which includes travel, lodging, food and entertainment costs)~~, a $34,287 reimbursement of the income tax liabilities associated with certain perquisites.~~. In addition, Mr. Christopher’s other compensation includes the incremental cost of ~~$51,048~~$32,503 incurred

	trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on usage, are excluded as the Company’s aircraft is used predominantly for business purposes.

~~(4)~~	(3)	Mr. Martin’s other compensation includes $35,138 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~restricted stock dividends,~~$5,651 in club ~~membership, Company incentive trips,~~memberships and personal tax and estate planning, $4,023 in Company incentive trips, and a $2,907 reimbursement of the income tax liabilities associated with certain perquisites.

~~(5)~~	(4)	Mr. Moss’s other compensation includes $116,755 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~$10,118~~$8,500 in ~~restricted stock dividends and~~ personal tax and estate planning, $9,346 in Company incentive trips, and a $9,117 reimbursement of the income tax liabilities associated with certain perquisites.

~~(6)~~	(5)	Mr. ~~Murdock’s~~Sigloch’s other compensation includes $96,790 in restricted stock dividends, including payment of the Special Dividend, a ~~$10,600~~$10,800 matching contribution to the Company’s 401(k) Plan, ~~$10,360~~$525 in ~~restricted stock dividends, other perquisites consisting of club membership,~~ personal tax and estate planning, $3,545 in Company incentive trips, and a $2,562 reimbursement of the income tax liabilities associated with certain perquisites.

(6)	Mr. Millerchip did not serve as a named executive officer in 2015 or 2016. Accordingly, only his compensation for 2017 is reported in the above table.

(7)		Mr. ~~Sigloch’s~~Millerchip’s salary, non-equity incentive plan compensation and other compensation ~~includes~~were paid in Great British Pounds. Amounts reported on the Summary Compensation Table for 2017 have been converted to U.S. dollars by applying a ~~$10,600 matching contribution to~~currency exchange rate of 1.35, the ~~Company’s 401(k) Plan and restricted stock dividends.~~exchange rate in effect as of December 30, 2017.

(8)		~~As reported by the Company~~Mr. Millerchip’s other compensation includes $82,976 in a Form 8-K filed March 15, 2016, Mr. Murdock resigned from the Company effective March 11, 2016, to pursue a new career opportunity as the Chief Executive Officer of Tecumseh Products Company, which is owned by Tecumseh Products Holdings LLC, a joint venturedividends associated with phantom shares, $14,904 for personal automobile usage, and $2,666 in ~~which the Company owns a 50% interest.~~private health insurance payments.

							All Other
							Stock			Grant
		Estimated Possible Payouts					Awards:			Date Fair
		Under Non-Equity Incentive					Number of			Value of
		Plan Awards(1)					Shares of			Stock
	Grant	Threshold		Target	Maximum		Stock or			Awards
Name	Date	($)		($)	($)		Units			($)
Gregory L. Christopher	—		467,308	1,168,269		2,336,538		—			—
	7/24/2015		—	—		—		64,000	(2)		2,074,880
Jeffrey A. Martin	—		107,093	267,733		535,465		—			—
	7/24/2015		—	—		—		16,000	(3)		518,720
Nicholas W. Moss	—		132,985	332,463		664,927		—			—
	7/24/2015		—	—		—		25,000	(3)		810,500
Douglas J. Murdock	—		108,050	270,125		540,250		—			—
	7/24/2015		—	—		—		22,000	(3)		713,240
Steffen Sigloch	—		112,154	280,385		560,769		—			—
	7/24/2015		—	—		—		25,000	(3)		810,500

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or		Grant Date Fair Value of Stock
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (#)(3)		Awards ($)
Gregory L. Christopher	—	550,000	1,375,000	2,750,000	—	—	—	—		—
	7/27/2017	—	—	—	—	8,000	—	60,000	(3)	2,105,280
Jeffrey A. Martin	—	120,600	301,500	603,000	—	—	—	—		—
	7/27/2017	—	—	—	—	7,000	—	10,000	(3)	526,320
Nicholas W. Moss	—	136,428	341,070	682,141	—	—	—	—		—
	7/27/2017	—	—	—	—	4,000	—	21,000	(3)	774,000
Steffen Sigloch	—	115,886	289,715	579,430	—	—	—	—		—
	7/27/2017	—	—	—	—	10,000	—	15,000	(3)	774,000
Mark Millerchip	—	62,278	155,696	233,544	—	—	—	—		—
	7/27/2017	—	—	—	—	—	—	12,000	(4)	371,520