DEF 14A 1 lmidd2022-def14a.htm MIDDLEBY CORP - DEF 14A MIDDLEBY - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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Middleby Corp.

(Name of Registrant as Specified in Its Charter)

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

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This is Middleby

With a rich history of more than a century for many of our brands, The Middleby Corporation is a world leader in three business segments: commercial kitchens, food processing and residential kitchens.

Middleby is proud to be built on trusted, long-standing relationships with customers, suppliers, stockholders and employees. We also pride ourselves on consistently delivering new award-winning innovation to the marketplaces we serve. Trends change, and we do as well, in order to best meet the ever-evolving needs of our customers.

Middleby is well-known for disrupting our industry with advanced innovation and new processes across all of our business platforms. These innovations deliver speed, labor reduction, food safety, employee safety, energy savings and other sustainable and green operating benefits to our customers.

		Commercial Foodservice

		Middleby is the worldwide leader in innovative solutions for commercial foodservice. We develop and manufacture advanced cooking, warming, beverage and cooling equipment, along with innovative IoT and robotics solutions to enhance operations for commercial foodservice operators. Middleby brands can be found in a wide array of foodservice businesses, including quick service, fast casual, pizza, ghost kitchen, casual and fine dining establishments, grocery and convenience stores; and institutional commissaries and stadiums.


		Residential

		Middleby is a global leader in premium, residential kitchen and outdoor cooking appliances. Our brands are known and respected by consumers around the world. Our in-home products are not only technologically advanced; they also are sought after for their classic and contemporary kitchen design. Our outdoor cooking brands drive consumer trends to enhance and simplify the backyard grilling experience.


		Food Processing
		Middleby develops innovative, industry-leading solutions for industrial protein processing, high-volume baking, and other specialty areas where automated and large scale food production is required. With a broad offering of highly respected brands and advanced technologies, Middleby has the ability to fully integrate a wide array of solutions to deliver efficiency, flexibility, quality and consistency.

May 16, 2022

10:30 a.m., CDT

Virtual Meeting
www.virtualshareholdermeeting.com/MIDD2022

NOTICE
of Annual Meeting
of Stockholders

The Annual Meeting of Stockholders of The Middleby Corporation will be held for the following purposes:

AGENDA

1.	To elect seven directors to hold office until the 2023 Annual Meeting.
2.	To approve, on an advisory basis, the compensation of our executive officers.
3.	To ratify the selection of Ernst & Young LLP as Middleby’s independent public accountants for the fiscal year ending December 31, 2022.
4.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE :

March 18, 2022

By Order of the Board of Directors

Martin M. Lindsay

Chief Risk and Administration Officer, Treasurer and Secretary

WHO MAY VOTE:

Your vote is important to us. Even if you plan to attend the Annual Meeting virtually, we urge you to return your proxy promptly. For more information about how to vote, please see “Information About the Annual Meeting,” which begins on page 52.

HOW TO ATTEND:

To attend and register for the virtual meeting, please see “Information About the Annual Meeting,” which begins on page 52.

DELIVERY OF ANNUAL MEETING MATERIALS:

The Notice of Internet Availability of Proxy Materials, this Proxy Statement, and Middleby’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022, are being distributed or made available to stockholders on or about March 31, 2022.

As part of our precautions regarding COVID-19, we are holding the Annual Meeting virtually. In order to attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/MIDD2022 during the Annual Meeting. A list of stockholders entitled to vote at the annual meeting will be available for stockholders as of the record date upon request by sending an email to legal@middleby.com.

REVIEW YOUR PROXY STATEMENT
AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

INTERNET
Visit the website on your proxy card.

BY TELEPHONE
Call the telephone number on your proxy card.

BY MAIL
Sign, date and return your proxy card in the enclosed envelope.

IN PERSON
Attend the annual meeting virtually. See page 52 for instructions on how to attend.

2022 PROXY STATEMENT

TABLE OF

CONTENTS

Proxy Summary	5
Proposal 1: Election of Directors	13
How We Select Directors	13
Director Nominees	15
Governance	18
Board Leadership Structure	18
Independence	18
Risk Oversight	18
Annual Board Evaluation and Skillset Assessment	19
Stockholder Engagement	19
Director Onboarding and Continuing Education	19
Succession Planning	20
Board Meetings	20
Committees of the Board	20
Service on Other Boards	21
Age and Term Limits	21
Stockholder Communications With the Board	21
Related Party Transactions	21
Governance Documents	22
Director Compensation	22
Sustainability	24
Executive Officers	26
Proposal 2: Advisory Vote on Executive Compensation	27
Vote Required for Approval; Board Recommendation	27
Executive Compensation	28
Compensation Discussion and Analysis	28
Report of the Compensation Committee of the Board of Directors	38
Executive Compensation Tables	39
Security Ownership of Certain Beneficial Owners and Management	47
Delinquent Section 16(a) Reports	49
Proposal 3: Ratification of Selection of Independent Public Accountants	50
Vote Required for Approval; Board Recommendation	50
Report of the Audit Committee	51
Information About the Annual Meeting	52
Annex A - Non-GAAP Financial Measures	54

2022 PROXY STATEMENT


WHEN	WHERE	RECORD DATE
Monday, May 16, 2022, at 10:30 a.m. (CDT)	Virtual Meeting www.virtualshareholdermeeting.com/ MIDD2022	March 18, 2022

Proposal		Board voting recommendation		Where to find more information
	Elect seven directors for a one-year term		FOR all nominees	Page 13
	Approve, on an advisory basis, the compensation of Middleby’s named executive officers		FOR	Page 27
	Ratify the selection of Ernst & Young LLP as Middleby’s independent registered public accounting firm for fiscal year 2022		FOR	Page 50

Name	Occupation	Age	Director since	Independent	Committees
Sarah Palisi Chapin	Principal of Chapin Creative, LLC	60	2013		• Nominating and Corporate Governance (chair) • Compensation
Timothy J. FitzGerald	Chief Executive Officer of The Middleby Corporation	52	2019
Cathy L. McCarthy	President and Chief Executive Officer of Cross Tack Consulting, Inc.	74	2015		• Audit (chair)* • Nominating and Corporate Governance
John R. Miller III	Retired Chairman and Chief Executive Officer of EOP, Inc.	81	1978		• Compensation (chair) • Nominating and Corporate Governance
Robert A. Nerbonne	Former CEO and President of multiple commercial foodservice equipment companies; Retired Executive Vice President of Cooper-Atkins Corporation	64	2019		• Nominating and Corporate Governance
Gordon O’Brien Chairman of the Board	Chief Investment Officer and Chief Financial Officer at Re:Build Manufacturing, LLC	56	2005		• Audit* • Compensation
Nassem Ziyad	Chief Operating Officer of Ziyad Brothers Importing	56	2017		• Audit • Compensation

•	Open Kitchen IoT for labor savings and data management;
•	Bluezone by Middleby and Vyv air purification;
•	Advancements in processing technology resulting in labor and water savings;
•	More than 250 new product introductions over five years; and
•	The MIK and Dallas Residential Showroom now open.

•	Opened the MIK to offer active training and demonstrations on live equipment with culinary professionals;
•	Debuted the Dallas Residential Showroom, to engage and teach residential customers in a state-of-the-art facility;
•	Hosted and educated hundreds of consultants and designers at the MIK through structured programs in both the residential and commercial platforms;
•	Continued to emphasize digital sales tools and data to reach key customers;
•	Hosted online webinars to engage with and educate customers; and
•	Continued alignment with strategic channel partners.

ANTICIPATING OPERATIONAL RISKS	Our diligent work with our supply chain partners in 2020 and 2021 continues to inform our management of operational risks in 2022. We foresee and plan for challenges with component availability, lead time, costs, and shipping. Our internal supply chain team has enhanced our vendor database, and actively publishes alternative solutions internally to offset the risk of part shortages.
EMPLOYEE SAFETY	We implemented company-wide safety procedures, including installation of Bluezone air purification in common areas of our facilities, mask policies, enhanced workplace sanitation, reduced travel, social distancing, staggered shifts, and work-at-home protocols for non-production employees.
CUSTOMER SUPPORT	Access to customer support and technical service, and shipping of service parts and finished goods, remain uninterrupted. Production continues to meet customer demand with minimal disruptions as we balance the health and safety of our employees.
COVID-19 PRODUCT INTRODUCTIONS	We developed and launched several products addressing the unique COVID-19 needs of our customers. In particular, we expanded our line of medical grade refrigeration products; developed PPE sterilization equipment, touchless handwashing stations, and plexiglass safety shields for restaurants and retail locations; and introduced products tied to food delivery, off-premise food preparation, and fast food drive-thru needs. In the fourth quarter 2020 we introduced Bluezone^® by Middleby—an air purification system that kills 99.9995% of airborne infectious aerosols in restaurants and other public venues. In addition, we continue to introduce Vyv antimicrobial lighting in Middleby core products for restaurants and food processing plants.
LIQUIDITY AND CASH FLOW	We were disciplined in increasing financial and operational flexibility of the Company’s liquidity profile in fiscal year 2021 and will remain focused in fiscal year 2022. We are managing the business with an eye toward potential challenges that may arise in the future.

*	2021 Realized Compensation includes the following:
	*Base Salary* represents the fixed cash remuneration paid in fiscal year 2021.
	*Annual Incentive Bonus Plan* represents the annual cash incentive paid with respect to services performed in fiscal year 2021.
	*Time-Based Stock or RSU Awards* represents the vesting date value of time-based restricted stock and RSUs that vested in the first quarter of 2022 with respect to services performed in the 2021 fiscal year.
	*Performance Stock Awards* represents the value on the vesting date of performance-based restricted stock and PSUs that vested in the first quarter of 2022 with respect to services performed in the 2021 fiscal year.
	*Discretionary Bonus* represents discretionary cash bonuses paid in lieu of an annual cash-based performance program for the prior fiscal year 2020.
	Percentages set forth with respect to each category of compensation are calculated at percentage of total target compensation.

What We Do		What We Don’t Do
	Majority vote standard for uncontested director elections		No golden parachute tax gross-ups for executive officers
	Six out of seven directors are independent		No poison pill in place
	Completely independent Board committees		No stock option repricing without stockholder approval
	Separate Chairman and CEO roles		No excessive perquisites for executive officers
	Independent Chairman		No dividends paid or accumulated on unvested RSUs or PSUs
	Annual stockholder engagement p]rogram
	Independent reviews by the Board and Audit Committee of the Company’s strategy, business, and the related key risks and mitigation activities
	Executive sessions at every in-person or virtual Board and committee meeting without management present
	Clawback Policy applicable to all executive officers and other covered officers
	Confidential, multilingual Anonymous Ethics and Compliance Hotline
	The Compensation Committee is advised by an independent compensation consultant
	Our Insider Trading Compliance Program expressly prohibits hedging, pledging and short selling Company stock
	Comprehensive Sustainability Report refreshed on periodic basis – most recently refreshed in January 2022 [NEW]
	Annual Board skillset evaluation
	Corporate Governance Guidelines
	Annual Board and committee self-evaluations
	Stock ownership guidelines for executive officers
	Refreshed Middleby Code of Conduct and related training and compliance programs [NEW]
	EHS Policy, Equal Employment Opportunity Policy and Human Rights Policy made publicly available on Company website [NEW]
	Supplier Code of Conduct applicable to all suppliers to the Company [NEW]

	Chapin	FitzGerald	McCarthy	Miller	Nerbonne	O’Brien	Ziyad
*Finance and Accounting* Experience with financial reporting, capital structure, and complex financial transactions
*Environmental, Social and Governance* Governance experience gained through board service or senior executive professional experience
*Human Capital Management* Experience directly managing a large number of employees, oversight of social issues, including diversity and inclusion, and expertise in compensation
*Mergers, Acquisitions & Divestitures* Experience with significant corporate transactions
*Risk Management* Experience identifying, managing and mitigating corporate risks
*Leadership Experience* Senior executive experience exhibiting strong critical thinking, verbal communication skills, and contributing to a diverse set of views and thought processes
*Global/Multi-Divisional Experience* Experience managing a diverse set of operating domestic and international divisions owned by a common parent
*Industry Experience* Senior management experience in manufacturing, distribution, sales, marketing or other operational roles in the industries in which we compete


Sarah Palisi Chapin
Age: 60 Director since: 2013 *INDEPENDENT* Committees: • Nominating and Corporate Governance (chair) • Compensation	Professional background Ms. Chapin has been Principal of Chapin Creative, LLC, a business incubation, strategy, and marketing advisory firm, since 2016. For seven years before founding Chapin Creative, she was Chief Executive Officer and a board member of Hail Merry, a marketer and manufacturer of gluten-free, vegan, refrigerated plant ingredient snacks. Earlier in her career, she was Chief Executive Officer, then Chairman, of Enersyst Development Center, an intellectual property development and licensing firm in food processing, vending, and foodservice, from 1995 to 2003. She served as Vice President of Worldwide Business Strategy of Burger King Corporation from 1990 to 1995, including as co-leader for development of Restaurant Services, Inc., Burger King’s purchasing agent. She began her career in food service as Director of New Concepts and Engineering for Pizza Hut from 1985 to 1990.
Service on other public boards • Caribou Coffee Company (2007-2013) (compensation committee chair and nominating and corporate governance committee member)		Service on private boards • FlowTrans LLC, a liquid food grade tanker transportation and logistics business (since 2021) • Yummy Spoonfuls, an organic baby and toddler food company (2014-2018) • Hail Merry, a plant-based food brand (2009-2016) • PrimeSource Foodservice Equipment Distributors (2002-2012) • IRM, a data analytics subscription company (1998-2008) • Enersyst Development Center (1995-2002)
Relevant skills Ms. Chapin’s more than three decades of experience in the food service and food processing industries give her a comprehensive understanding of strategy, franchising, commercial kitchen technology, brand management, product development, marketing, operational excellence, market expansion, and acquisition strategy.

Timothy J. FitzGerald
Age: 52 Director since: 2019 Committees: • None	Professional background Mr. FitzGerald has been Chief Executive Officer of Middleby since February 2019. Before assuming that role, he held many positions with Middleby and its principal subsidiary, Middleby Marshall Inc. (“MM”), including Vice President and Chief Financial Officer of Middleby and MM from 2003 to 2019; Vice President and Corporate Controller of Middleby and MM from 2000 to 2003; and Corporate Controller of Middleby and MM from 1998 to 2003. Before joining Middleby, Mr. FitzGerald was an Audit Manager with Arthur Anderson LLP for seven years.
Service on private boards • Alliance Holdings Inc., a manufacturer of commercial and residential laundry equipment (since 2021) • Hardinge Inc., a metal machining provider (since 2018)
Relevant skills Mr. FitzGerald’s extensive history at the subsidiary and corporate level of the Company and his day to day leadership as CEO provide the Board with intimate knowledge and an invaluable perspective regarding Middleby’s operations, challenges, and business strategy.

Cathy L. McCarthy
Age: 74 Director since: 2015 *INDEPENDENT* Committees: • Audit (Chair) • Nominating and Corporate Governance	Professional background Since 2011, Ms. McCarthy has served as President and Chief Executive Officer of Cross Tack Consulting, Inc., a management consulting firm. From 2007 to 2011, Ms. McCarthy served as President and Chief Executive Officer of SM&A, a public company that provides business strategy, competition management, and project management consulting services. Before becoming President, Ms. McCarthy served in various senior executive positions at SM&A, including Executive Vice President, Chief Financial Officer, and Corporate Secretary from 2005 to mid-2007. Prior to SM&A, Ms. McCarthy was Chief Financial Officer of PIA Merchandising, an in-store merchandising company; Giant Group, Ltd., an investment firm; and Wherehouse Entertainment, a major music and video retailer. Ms. McCarthy began her career at Mellon Bank, N.A., where she was Vice President of several lending departments responsible for oversight of highly leveraged and distressed assets and commercial lending.
Service on other public boards • Rigetti Computing, Inc. (since 2022) (audit committee chair) • Solta Medical, Inc. (2007-2014) • SM&A (2007-2008)
Relevant skills Ms. McCarthy’s operating experience as a Chief Executive Officer and a Chief Financial Officer of numerous public and private companies, combined with her extensive background in strategy, mergers and acquisitions, financial reporting, and internal controls, provide the Board with valuable strategy and financial oversight capabilities.

John R. Miller III
Age: 81 Director since: 1978 *INDEPENDENT* Committees: • Compensation (chair) • Nominating and Corporate Governance		Professional background Mr. Miller was Chairman and Chief Executive Officer of Equal Opportunity Publications, Inc.—a pioneer in diversity recruitment with a portfolio of seven national career magazines, a diversity website, an online job board, and Career Expos for women, members of minority groups, and people with disabilities—from 1968 to 2019. He began his career as a Sales Manager at Procter & Gamble in the Packaged Soap Division.
Service on other public boards • Director Emeritus of First National Bank of Long Island and its holding company, the First of Long Island Corporation. Served on the Bank board and its holding company for 23 years.
Relevant skills Mr. Miller’s marketing background and extensive experience with diversity and inclusion matters is valuable in Board discussions regarding employee recruitment, human resources policy, new product introductions, and overall marketing strategy.

Robert A. Nerbonne
Age: 64 Director since: 2019 *INDEPENDENT* Committees: • Nominating and Corporate Governance		Professional background Mr. Nerbonne was formerly the CEO and President of multiple commercial foodservice equipment companies. He was Executive Vice President of Cooper-Atkins Corporation, a company that manufactures thermometers, timers, and wireless monitoring solutions, from 2014 to 2018. He was a consultant for Cooper-Atkins Corporation from 2012 to 2014. Earlier in his career, Mr. Nerbonne was Chief Executive Officer of Ali Group North America, a manufacturer of equipment for the food service industry, from 2009 to 2011. He was Group President, Americas of Enodis (today Welbilt), and held other senior roles at that company, from 2002 to 2009. Prior to 2002, he held various leadership positions in the commercial food service industry, including President of Pitco from 1988 to 1998, before Middleby acquired that company.
Service on private boards
• Cooper-Atkins Corporation (2014-2018)
Relevant skills Mr. Nerbonne’s extensive and varied leadership roles within the commercial food service industry, as well as his mergers and acquisition background, provide the Board with valuable insight on how to proactively address market conditions and develop long-term strategy.

Gordon O’Brien
Age: 56 Director since: 2005 Chairman since: 2019 *INDEPENDENT* Committees: • Audit (chair) • Compensation		Professional background Mr. O’Brien has been Chief Investment Officer and Chief Financial Officer at Re:Build Manufacturing, LLC since 2020 and Managing Partner at Cannon Capital since 2017. Before that, he was President of Specialty Finance and Operations of American Capital Strategies from 2008 to 2017, and Principal and Managing Director of American Capital Strategies from 1998 to 2008. Earlier in his career, he was Vice President of Pennington Partners/PENMAN Partners, a private equity firm, from 1995 to 1998.
Relevant skills Mr. O’Brien’s extensive experience with capital markets and acquisition strategy, as well as his private equity experience as a director on numerous other boards, is valuable in Board discussions regarding Middleby’s capital structure, liquidity needs, and acquisition strategy.

Audit Committee
Members: • McCarthy (Chairperson), O’Brien, and Ziyad Meetings in fiscal year 2021: • six times virtually		The Audit Committee is responsible for: • selecting Middleby’s independent auditor; • reviewing the arrangements for and scope of the audit and pre-approving permitted non-audit services; • reviewing the Company’s interim and annual financial statements or other results of the audit; • reviewing the Company’s internal accounting procedures and controls and the recommendations of the independent auditor; • overseeing cyber risk management, regulatory matters and compliance programs; and • reviewing the external audit process.
The Board has determined that Ms. McCarthy and Mr. O’Brien are “financially sophisticated,” as required by NASDAQ Rule 5605(c)(2), and qualify as “audit committee financial experts,” as such term is defined in SEC rules. All of the members have been determined by the Board to meet the additional independence criteria for audit committee members set forth in NASDAQ Rule 5605(c)(2).

Compensation Committee

Members: • Miller (Chairperson), O’Brien, Chapin and Ziyad Meetings in fiscal year 2021: • five times virtually		The Compensation Committee is responsible for: • making recommendations concerning the compensation of the non-employee members of the Board and all executive officers; • administering the Value Creation Incentive Plan, our annual incentive compensation program, including establishing and certifying performance goals; and • administering and making grants to executive officers under the Company’s 2021 Long-Term Incentive Plan (the “LTIP”).
All of the members of the Compensation Committee have been determined by the Board to be independent as defined under applicable NASDAQ listing standards. There are no compensation committee interlocks. Mr. Ziyad was appointed to the Compensation Committee in February 2022.

•	Conflict Minerals Policy
•	Insider Trading Compliance Program
•	2021 Sustainability Report
•	Accounting Complaint Procedures
•	Clawback Policy
•	EHS Policy
•	Equal Employment Opportunity Policy
•	Human Rights Policy
•	Supplier Code of Conduct

Type of compensation	How paid	Amount*
Annual retainer for every non-employee director	Cash, paid in quarterly installments	$100,000
Additional retainer for Chairman of the Board	Cash, paid in quarterly installments	$25,000
Additional cash retainer for chairpersons of the Audit Committee, and the Compensation Committee	Cash, paid in quarterly installments	$20,000
Additional cash retainer for chairperson of the Nominating and Corporate Governance Committee	Cash, paid in quarterly installments	$15,000
Equity for every non-employee director	RSUs awarded in March of each year with a one-year vesting period	Aggregate value of $130,000 based on the price of Middleby’s common stock at the close of business on the grant date

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Sarah Palisi Chapin Nominating and Corporate Governance Committee Chairperson	115,000	130,143	—	—	—	245,143
Cathy McCarthy Audit Committee Chairperson	120,000	130,143	—	—	—	250,143
John R. Miller III Compensation Committee Chairperson	120,000	130,143	—	—	—	250,143
Robert E. Nerbonne	100,000	130,143	—	—	—	230,143
Gordon O’Brien Chairman of the Board	125,000	130,143	—	—	—	255,143
Nassem Ziyad	100,000	130,143	—	—	—	230,143

Name	Age	Professional Background
Timothy J. FitzGerald	52	Mr. FitzGerald’s professional biography appears above under Election of Directors.
Bryan E. Mittelman	51	Chief Financial Officer of the Company since February 2019, and Chief Accounting Officer from July 2018 to February 2019. Vice President, Controller at Knowles Corporation from December 2013 to July 2018. Corporate Controller at Morningstar, Inc. from December 2011 to September 2013.
Martin M. Lindsay	57	Chief Risk and Administration Officer, Treasurer and Secretary of the Company since February 2021. Vice President, Treasurer and Secretary of the Company from February 2019 to January 2021. Corporate Treasurer and Assistant Secretary of the Company and MM from February 2002 to February 2019. Assistant Treasurer of the Company and MM from March 1999 to February 2002.
James K. Pool III	50	Chief Technology and Operations Officer of the Company since February 2021. Company Group President and President of TurboChef Technologies, LLC, from 2011 to February 2021.
Steven P. Spittle	41	Chief Commercial Officer of the Company since February 2021. Group President of Pitco Frialator and G.S. Blodgett from March 2017 to February 2021. President of Pitco Frialator from April 2015 to May 2017.

•	attract and retain executive talent;
•	link executive compensation with operating performance;
•	align executive long-term compensation with stockholder interests; and
•	facilitate a high-growth company strategy.

Table of Contents

*Compensation Discussion and Analysis*	28
Executive Summary	28
Stockholder Engagement Following the 2021 Annual Meeting	30
Compensation Objectives and Philosophy	30
Parties Involved in Compensation Decisions	31
Fiscal Year 2021 Compensation Decisions	33
Vesting of 2019 Equity Incentive Awards	36
One-Year Performance Period for 2021	36
Three-Year Performance Period for 2019-2021	36
Stock Ownership Guidelines	37
Clawback Policy	37
Additional Compensation Information	37

*Report of the Compensation Committee of the Board of Directors*	38

Timothy FitzGerald	Chief Executive Officer
Bryan E. Mittelman	Chief Financial Officer
Martin M. Lindsay	Chief Risk and Administration Officer, Treasurer and Secretary
James K. Pool III	Chief Technology and Operations Officer
Steven P. Spittle	Chief Commercial Officer

*	Free Cash Flow is not prepared in accordance with generally accepted accounting principles in the United States (GAAP). For a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measures and insight into how this non-GAAP measure is considered by management, please see Annex A.
**	Proforma Free Cash Flow is $315 million, excluding the termination fee received, net of taxes and deal costs of approximately $68 million.

Proxy Summary

Proposal No. 1

Election of Directors

How We Select Directors

Director Nominees

Governance

Board Leadership Structure

Independence

Risk Oversight

Annual Board Evaluation and Skillset Assessment

Stockholder Engagement

Director Onboarding and Continuing Education

Succession Planning

Board Meetings

Committees of the Board

Service on Other Boards

Age and Term Limits

Related Party Transactions

Governance Documents

Director Compensation

Sustainability

Executive Officers

Proposal No. 2

Advisory Vote on Executive Compensation

Vote Required for Approval; Board Recommendation

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Stockholder Engagement Following the 2021 Annual Meeting

Compensation Objectives and Philosophy

Parties Involved in Compensation Decisions

Fiscal Year 2021 Compensation Decisions

Vesting of 2019 Equity Incentive Awards

One-Year Performance Period for 2021

Three-Year Performance Period for 2019-2021

Stock Ownership Guidelines

Clawback Policy

Additional Compensation Information

Report of the Compensation Committee of the Board of Directors

Executive Compensation Tables

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Proposal No. 3

Ratification of Selection of Independent Public Accountants

Vote Required for Approval; Board Recommendation

Report of the Audit Committee

Information About the Annual Meeting

Annex A

Compensation element	How paid	Metrics and vesting
Base salary	Cash	Typically based on the Company’s current business environment, the individual’s level of responsibility and merit within the Company, and peer benchmarking data.
Annual incentive compensation	Cash	In fiscal year 2021, the Company transitioned to an annual cash-based incentive compensation program. The annual incentive compensation program is a performance-based plan that rewards performance against goals for earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in dollars (“EBITDA$”), and EBITDA as a percentage of total revenue (“EBITDA%”).
Long-term equity incentives	2/3 performance-based performance stock units (PSUs)	In fiscal year 2020, the Company transitioned to a new LTI award structure in response to stockholder feedback. The 2021 awards of PSUs will cliff vest, to the extent earned, at the end of a three-year performance period based on continued employment and performance against goals for Enterprise Value Growth (Less Net Debt) per share (50%) and Adjusted EPS (50%). Final awards may be modified (+/- 30%) based on Middleby’s TSR compared to TSR for our peer group.
	1/3 time-based restricted stock units (RSUs)	The RSUs will vest in three equal tranches in the following March following each of the three fiscal years of the performance period for the PSUs awarded on the same date, subject to continued employment. Shares underlying the vested RSUs must be held until the associated PSUs vest (or fail to vest based on performance).

What we heard		How we responded
The performance metrics and performance periods for the long-term equity incentive program and the short-term cash incentive program had significant overlap, which stockholders did not think was appropriate.		Long-term grants of performance-based equity will now cliff vest, to the extent earned, only at the end of a three-year performance period. The long- and short-term incentive plans now have differentiated metrics and performance periods.
Our performance-based long-term equity awards had opportunities for annual vesting during the performance period, which stockholders believed was inconsistent with the objective of a long-term incentive award.		Performance-based equity grants will now cliff vest, to the extent earned, only at the end of a three-year (two-year for fiscal year 2020) performance period, with no opportunity for interim or “make-up” vesting.
Stockholders believe our long-term equity incentive program should incorporate a capital efficiency performance metric.		Performance-based equity awards are now subject to a capital efficiency metric, Enterprise Value Growth (Less Net Debt) per share, in addition to Adjusted EPS and the TSR modifier.
Stockholders believe our long-term equity incentive program should incorporate relative TSR as a performance metric.		Performance-based equity awards are now potentially impacted by as much as 30% positive or negative, depending on the Company’s TSR for the performance period as compared to TSR for our peer group.
Stockholders were supportive of our ongoing practice of imposing restrictions on the transfer of executives’ vested equity awards.		Time-based equity awards will vest in annual increments, but vested shares must be held until the associated performance shares vest (or fail to vest based on performance).

Barnes Group Inc.	ITT Inc.
Crane Co.	John Bean Technologies Corporation
Dover Corporation	Nordson Corporation
Flowserve Corporation	Snap-on Incorporated
Fortive Corporation	Welbilt, Inc.
Graco Inc.	Woodward, Inc.
IDEX Corporation	Xylem Inc.

Named Executive Officer	2020 Base Salary		2021 Base Salary		Percentage Change
Timothy J. FitzGerald (CEO)	$	975,000	$	975,000	0%
Bryan E. Mittelman (CFO)	$	425,000	$	475,000	11.76%
Martin M. Lindsay (Chief Risk and Administration Officer, Treasurer and Secretary)	$	350,000	$	400,000	14.29%
James K. Pool III (Chief Technology and Operations Officer)	$	—	$	525,000	—
Steven P. Spittle (Chief Commercial Officer)	$	—	$	525,000	—

Performance Metric	Relative Weighting	Threshold		Target		Target+		Maximum		Actual Result		Annual Performance-Based Cash Compensation*
EBITDA $ (in millions)	65%	$	640	$	660	$	680	$	700	$	714
Percentage of Base Salary			33%		65%		98%		130%			130%
EBITDA %	35%		21.5%		21.8%		22.2%		22.5%		22.1%
Percentage of Base Salary			18%		35%		53%		70%			48%

Component	Legacy LTI Practices	New LTI Practices
Award Type	Time-based restricted stock awards (“RSAs”) (1/3 weight) Performance-based RSAs (2/3 weight)	Time-based RSUs (1/3 weight) Performance-based PSUs (2/3 weight)
Award Timing	LTI awards made every three years	LTI awards made annually
Term	Three years	Three years*
Performance and Vesting Period	Time-based awards: annual vesting Performance-based awards: annual vesting with possible lookback aggregate vesting	Time-based awards: ratable over three years, but must be held until the associated performance-based PSUs vest (or fail to vest based on performance) Performance-based awards: cliff vest to the extent earned, at the end of the three-year performance period
Performance Criteria	EPS (50% weighting) EBITDA (50% weighting) These were the same performance metrics used in the short-term cash incentive plan	Adjusted EPS (50% weight) Enterprise Value Growth, (Less Net Debt) (50% weight) per share There is no overlap between the short-term performance metrics and the long-term performance metrics.
TSR Modifier	N/A	• Vested performance shares increase by 30% for three-year* TSR performance that is at or above the 75^thpercentile versus the Peer Group • Vested performance shares are unchanged for three-year* TSR performance that is between the 25^thand 75^thpercentile versus Peer Group • Vested performance shares decrease by 30% for three-year* TSR performance that is at or below the 25^thpercentile versus the Peer Group

Executive	Grant date target value of award* ($)		Target performance- based PSUs (#)		Target time-based RSUs (#)
Timothy J. FitzGerald	$	6,161,150		23,334		11,666
Bryan E. Mittelman	$	1,320,225		5,000		2,500
Martin M. Lindsay	$	1,232,210		4,666		2,334
James K. Pool III	$	1,540,263		5,834		2,916
Steven P. Spittle	$	1,540,263		5,834		2,916

Metric	Definition	Rationale
Adjusted EPS	Net Earnings plus the following: amortization, restructuring expenses, acquisition-related inventory step-up charges, facility consolidation expense, net periodic pension benefit other than service costs, one-time restructuring costs, and income tax effect of pre-tax adjustments.	This is an easily understood metric that is reported in Middleby’s earnings releases, that closely aligns with stockholder growth expectations, and that is closely aligned with the valuation of the Company.
Enterprise Value Growth (Less Net Debt) Per Share	Adjusted EBITDA multiplied by a market multiple minus Net Debt, with the result divided by shares outstanding.	This metric closely aligns to stockholder value creation by comprehensively capturing growth and capital efficiency, and incorporating cash flow generation, fluctuation in debt balances, utilization of equity, and changes to total shares outstanding. During our recent stockholder engagement process, stockholders expressed a preference for a comprehensive capital efficiency return metric.

	2021 EPS Growth
2021 EBITDA Growth		0.0%	5.0% (threshold)	10.0% (target)	20.0% (max)
0.0%		0.0%	12.5%	50.0%	125.0%
5.0% (threshold)		12.5%	25.0%	62.5%	137.5%
10.0% (target)		50.0%	62.5%	100.0%	175.0%
20.0% (max)		125.0%	137.5%	175.0%	250.0%

	3 Year Compounded EBITDA Target
3 Year Compounded EBITDA Growth		16.6% (threshold)	36.4% (target)	87.4% (max)
16.6% (threshold)		25.0%	62.5%	137.5%
36.4% (target)		62.5%	100.0%	175.0%
87.4% (max)		137.5%	175.0%	250.0%

SEC Form DEF 14A filed by Middleby Corporation