Miller Industries, Inc. approved the Second Amended and Restated Severance Protection Plan on March 2, 2026, removing the single-trigger change in control severance framework and limiting benefits to qualifying terminations. The Compensation Committee also approved changes to the 2025 executive bonus allocations and adopted the First Amended and Restated Executive Officer Annual Bonus Program effective for 2026 fiscal year bonuses.
Key takeaways
Compensation Committee approved Second Amended and Restated Severance Protection Plan effective March 2, 2026, replacing Prior Plan and eliminating change in control severance benefits.
Severance benefits now payable only upon qualifying termination: termination without cause, death, disability, or resignation for good reason, contingent on general release.
Reallocated 2025 bonus pool: 8% from Chief Manufacturing Officer redistributed; CFO to 16%, President Military & Export to 9.5%, CIO/CRO/GC to 9.5% each, CEO unchanged at 46%.
New Amended Bonus Plan for 2026: bonus pool 10-14% of Pretax Income over $20M, split cash/RSUs (time-based and performance-based), with executive allocations CEO 46%, CFO 17%, others 9.25%.
Pretax Income threshold $20M for bonuses; Committee may adjust for non-recurring items; RSUs vest over 3 years.
Exhibits: 10.1 Second Amended Severance Plan and Participation Letter, 10.3 Amended Bonus Plan.