This is Middleby

This is Middleby

Proxy Summary

Proposal No. 1

Election of Directors

Governance

Executive Officers

Proposal No. 2

Advisory Vote on Executive Compensation

Executive Compensation

Meeting Agenda

Director Nominees

2022 Performance

Transformative Strategic Growth Initiatives

Middleby’s Continued M&A Focus

COVID-19 Response

Compensation Highlights

Corporate Governance Highlights

How We Select Directors

Director Nominees

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

Stockholder Communications With the Board

Related Party Transactions

Governance Documents

Director Compensation

Sustainability

Vote Required for Approval; Board Recommendation

Compensation Discussion and Analysis

Middleby Segments

Strategic Developments

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Director Stock Ownership Guidelines

Director Compensation for Fiscal Year 2022

Environmental Priorities and Management Process

Human Capital

Employee Safety

Diversity

Community

Executive Summary

Stockholder Engagement Following the 2022 Annual Meeting

Compensation Objectives and Philosophy

Parties Involved in Compensation Decisions

Fiscal Year 2022 Compensation Decisions

Vesting of Equity Incentive Awards for 2021-2022 Performance Period

Stock Ownership Guidelines

Clawback Policy

Additional Compensation Information

Transformative Growth Strategy

Technology Innovations

Continued Focus on Enhanced Sales Processes

2022 Highlights and Performance

LONG TERM HISTORY OF CREATING STOCKHOLDER VALUE

Highlights of 2022 Compensation Program

Role of the Compensation Committee

Role of the Compensation Committee’s Independent Compensation Consultant

Role of the CEO

Market Factors in Setting Compensation

Base Salary

Annual Performance-Based Incentive Program

2022 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

Equity-Based Incentive Compensation

2022 Long-Term Equity Incentive Awards

Performance Targets for 2022 LTI Awards

Two-Year Performance Period for 2021-2022

Derivatives Trading, Hedging and Pledging

Post-Employment Benefits

Limited Perquisites

Employment Agreements

Time-Based RSUs; Holding Period

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

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Middleby Corp.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Middleby is a world leader in delivering advanced innovation and solutions for commercial, residential, and industrial foodservice. The company is proud to be built on trusted, long-standing relationships with industry partners, employees and shareholders.

We are committed to delivering new, innovative solutions to the markets we serve, which are quickly evolving in all three of our business segments. These innovations deliver speed, versatility, automation, safety, energy savings and other sustainable and green operating benefits to our customers.

While we are dedicated to our global customer base, Middleby also prioritizes connecting with the communities where we live and work through philanthropic efforts and sustainable initiatives. We endeavor to set the standard for tomorrow, with a goal of serving excellence in everything we do today.

		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 kitchen appliances and outdoor cooking solutions for consumer home use. Middleby Residential brands are highly respected and in use worldwide, and our residential kitchen offerings bring the latest innovation and design to both classic and contemporary kitchens. The Middleby Outdoor cooking brands address current consumer trends and deliver advanced cooking technologies to the outdoor grilling enthusiast.


		Food Processing Middleby develops innovative, industry-leading solutions for industrial protein processing, high-volume baking, packaging 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, 2023

10:00 a.m., CDT

Virtual Meeting
www.virtualshareholdermeeting.com/MIDD2023

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 2024 Annual Meeting.
2.	To approve, on an advisory basis, the compensation of our executive officers.
3.	To approve, on an advisory basis, the frequency of holding an advisory vote on compensation of our executive officers.
4.	To ratify the selection of Ernst & Young LLP as Middleby’s independent public accountants for the fiscal year ending December 30, 2023.
5.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE :

March 17, 2023

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 53.

HOW TO ATTEND:

To attend and register for the virtual meeting, please see “Information About the Annual Meeting,” which begins on page 53.

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 December 31, 2022, are being distributed or made available to stockholders on or about March 31, 2023.

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/MIDD2023 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 53 for instructions on how to attend.

2023 PROXY STATEMENT

TABLE OF
CONTENTS

Proxy Summary	5
Proposal 1: Election of Directors	12
How We Select Directors	12
Director Nominees	14
Governance	17
Board Leadership Structure	17
Independence	17
Risk Oversight	17
Annual Board Evaluation and Skillset Assessment	18
Stockholder Engagement	18
Director Onboarding and Continuing Education	18
Succession Planning	19
Board Meetings	19
Committees of the Board	19
Service on Other Boards	20
Age and Term Limits	20
Stockholder Communications With the Board	20
Related Party Transactions	20
Governance Documents	21
Director Compensation	21
Sustainability	23
Executive Officers	25
Proposal 2: Advisory Vote on Executive Compensation	26
Vote Required for Approval; Board Recommendation	26
Executive Compensation	27
Compensation Discussion and Analysis	27
Report of the Compensation Committee of the Board of Directors	35
Executive Compensation Tables	36
Security Ownership of Certain Beneficial Owners and Management	47
Delinquent Section 16(a) Reports	49
Proposal 3: Advisory Vote on Frequency of Holding Advisory Vote on Executive Compensation	50
Vote Required for Approval; Board Recommendation	50
Proposal 4: Ratification of Selection of Independent Public Accountants	51
Vote Required for Approval; Board Recommendation	51
Report of the Audit Committee	52
Information About the Annual Meeting	53
Annex A - Non-GAAP Financial Measures	55

2023 PROXY STATEMENT

Proposal		Board voting recommendation		Where to find more information
	Elect seven directors for a one-year term		FOR all nominees	Page 12
	Approve, on an advisory basis, the compensation of Middleby’s named executive officers		FOR	Page 26
	Approve, on an advisory basis, the frequency of holding advisory vote on compensation of Middleby’s named executive officers		ONE YEAR	Page 50
	Ratify the selection of Ernst & Young LLP as Middleby’s independent registered public accounting firm for fiscal year 2023		FOR	Page 51

Name	Occupation	Age	Director since	Independent	Committees
Sarah Palisi Chapin	Principal of Chapin Creative, LLC	61	2013		• Nominating and Corporate Governance (chair) • Compensation
Timothy J. FitzGerald	Chief Executive Officer of The Middleby Corporation	53	2019
Cathy L. McCarthy	President and Chief Executive Officer of Cross Tack Consulting, Inc.	75	2015		• Audit (chair)* • Nominating and Corporate Governance
John R. Miller III	Chairman and Chief Executive Officer of EOP, Inc.	82	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	65	2019		• Nominating and Corporate Governance
Gordon O’Brien Chairman of the Board	Managing Partner at Cannon Capital	57	2005		• Audit* • Compensation
Nassem Ziyad	Executive Chairman of Ziyad Brothers Importing	57	2017		• Audit • Compensation


*	One male Board member self-identifies as Asian and Latinx and a second male Board member self-identifies as Asian and White.

•	Automation and labor reduction solutions for the commercial kitchen
•	Broadening offerings across our beverage platform
•	Introduction of new electric, induction and ventless products to the market
•	Open Kitchen IoT for energy and labor savings and data management
•	Advancements in processing technology resulting in labor savings
•	More than 250 new product introductions over five years
•	The MIK and Dallas Residential Showroom successfully hosting thousands of guests and MIK Madrid opened in early 2023

•	Offered customers and partners active training and demonstrations on live equipment with culinary professionals
•	Constructing a new state-of-the-art residential showroom in the Chicago Merchandise Mart to educate residential dealers and serve customers opening in 2023
•	Built momentum through structured programs for hundreds of consultants and designers at the MIK in both the residential and commercial platforms
•	Formed a deeply experienced internal team and program to serve our commercial foodservice dealer community
•	Introduced enhanced sales tools for our rep partners
•	Updated middleby.com website for easier navigation and added chat feature to all Middleby brand websites
•	Ongoing investments in digital sales tools and data to reach key customers
•	Hosted online webinars to engage and educate customers
•	Continued alignment with strategic channel partners

ANTICIPATING OPERATIONAL RISKS		Our diligent work with our supply chain partners since the onset of the pandemic continues to inform our management of operational risks in 2023. 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 in response to the COVID-19 pandemic. We continuously monitor and adjust these procedures to reflect changes to the current environment and safety recommendations.
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.

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 program
	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
	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
	EHS Policy, Equal Employment Opportunity Policy and Human Rights Policy made publicly available on Company website
	Supplier Code of Conduct applicable to all suppliers to the Company
	Refreshed Annual Code of Conduct training for all employees [NEW]
	Stock ownership guidelines for non-employee directors [NEW]
	Enhanced disclosure of robust cybersecurity training programs [NEW]
	Refreshed Anti-Bribery Policy made publicly available on Company’s website [NEW]


Sarah Palisi Chapin
Age: 61 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 coop. 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: 53 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: 75 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) (Chairperson of the Board) • 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: 82 Director since: 1978 *INDEPENDENT* Committees: • Compensation (chair) • Nominating and Corporate Governance		Professional background Mr. Miller has been 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—since 1968. 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: 65 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: 57 Director since: 2005 Chairman since: 2019 *INDEPENDENT* Committees: • Audit (chair) • Compensation		Professional background Mr. O’Brien has been Managing Partner at Cannon Capital since 2017. In addition, from 2020 until mid-2022, he served as Chief Investment Officer and Chief Financial Officer at Re:Build Manufacturing, LLC. 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.

•	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, the Compensation Committee and the Nominating and Corporate Governance Committee	Cash, paid in quarterly installments	$25,000
Equity for every non-employee director	RSUs awarded in March of each year with a one-year vesting period	Aggregate value of $150,000 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⁾	Total ($)
Sarah Palisi Chapin Nominating and Corporate Governance Committee Chairperson	125,000	150,080	275,080
Cathy McCarthy Audit Committee Chairperson	125,000	150,080	275,080
John R. Miller III Compensation Committee Chairperson	125,000	150,080	275,080
Robert E. Nerbonne	100,000	150,080	250,080
Gordon O’Brien Chairman of the Board	125,000	150,080	275,080
Nassem Ziyad	100,000	150,080	250,080

56%		57%		82		30%
*of the Middleby Corporate Team (accounting, tax, finance, internal audit, human resources, and senior administrative professionals) are women*		*of our Board are women or self-identify as an underrepresented person of color*		*Number of women who hold the title of Director, Vice President, or President at our US divisions, 7 of whom hold the title of Division President.*		*Percentage of women in the salaried workforce at US divisions.*

•	Food Insecurity
•	Education Initiatives
•	Youth Programs
•	Needs for Shelter
•	Basic Living Necessities

Name	Age	Professional Background
Timothy J. FitzGerald	53	Mr. FitzGerald’s professional biography appears above under Election of Directors.
Bryan E. Mittelman	52	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	58	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	51	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	42	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*	27
Executive Summary	27
Stockholder Engagement Following the 2022 Annual Meeting	28
Compensation Objectives and Philosophy	28
Parties Involved in Compensation Decisions	29
Fiscal Year 2022 Compensation Decisions	30
Vesting of Equity Incentive Awards for 2021-2022 Performance Period	34
Stock Ownership Guidelines	34
Clawback Policy	35
Additional Compensation Information	35

*Report of the Compensation Committee of the Board of Directors*	35

	Timothy J. 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

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 reference data.
Annual incentive compensation	Cash	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)	The 2022 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 Growth (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 end of the three fiscal year period to which they relate.

RECORD DATE

Tuesday, May 16, 2023,

Virtual Meeting

March 17, 2023

at 10:00 a.m. (CDT)

www.virtualshareholdermeeting.com/MIDD2023

AMETEK, Inc.	ITT Inc.
Barnes Group Inc.	John Bean Technologies Corporation
Carlisle Companies Incorporated	Nordson Corporation
Crane Co.	Pentair plc
Dover Corporation	Rockwell Automation, Inc.
Flowserve Corporation	Snap-on Incorporated
Fortive Corporation	The Timken Company
Graco Inc.	Welbilt, Inc.
Hubbell Incorporated	Woodward, Inc.
IDEX Corporation	Xylem Inc.
Ingersoll Rand Inc.

Named Executive Officer	2021 Base Salary		2022 Base Salary		Percentage Change
Timothy J. FitzGerald (CEO)	$	975,000	$	975,000	0%
Bryan E. Mittelman (CFO)	$	475,000	$	500,000	5.26%
Martin M. Lindsay (Chief Risk and Administration Officer, Treasurer and Secretary)	$	400,000	$	425,000	6.25%
James K. Pool III (Chief Technology and Operations Officer)	$	525,000	$	550,000	4.76%
Steven P. Spittle (Chief Commercial Officer)	$	525,000	$	550,000	4.76%

Performance Metric	Relative Weighting	Threshold	Target	Target+	Maximum	Reported Result	Constant Currency Result	Adjusted Result	Annual Performance- Based Cash Compensation*
EBITDA $ (in millions)	65%	$ 780	$ 813	$ 847	$ 880	$ 853	$ 874	885
Percentage of Base Salary		33%	65%	98%	130%				130%
EBITDA %	35%	20.0%	20.5%	21.0%	21.5%	21.2%	21.2%	21.48%
Percentage of Base Salary		18%	35%	53%	70%				69.4%

Named Executive Officer	Annual Performance-Based Cash Compensation for 2022
Timothy J. FitzGerald (CEO)	$	1,944,150
Bryan E. Mittelman (CFO)	$	997,000
Martin M. Lindsay (Chief Risk and Administration Officer, Treasurer and Secretary)	$	847,450
James K. Pool III (Chief Technology and Operations Officer)	$	1,096,700
Steven P. Spittle (Chief Commercial Officer)	$	1,096,700

Component		Current LTI Practices (Adopted Starting in 2020)
Award Type		Performance-based PSUs (2/3 weight) Time-based RSUs (1/3 weight)
Award Timing		LTI awards made annually
Term		Three years
Performance and Vesting Period		Time-based awards: ratable over three years, but must be held until the end of the three fiscal year period to which they relate Performance-based awards: cliff vest to the extent earned, at the end of the three-year performance period
Performance Criteria		Adjusted EPS Growth (50% weight) Enterprise Value Growth, (Less Net Debt) (50% weight) per share
TSR Modifier		• 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	$	6,149,936	29,342	14,671
Bryan E. Mittelman	$	1,600,048	7,634	3,817
Martin M. Lindsay	$	1,349,932	6,440	3,221
James K. Pool III	$	1,999,955	9,542	4,771
Steven P. Spittle	$	1,999,955	9,542	4,771

Metric	Definition	Rationale
Adjusted EPS Growth	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, with the result divided by shares outstanding.	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.

	2 Year Enterprise Value Growth (Less Net Debt) per share
2 Year Adjusted EPS Growth		20% (threshold)	30% (target)	60% (max)
15% (threshold)		25%	75%	125%
25% (target)		75%	100%	150%
50% (max)		125%	150%	200%

Named Executive Officer		Vested Performance-Based PSUs
Timothy J. FitzGerald (CEO)		43,332
Bryan E. Mittelman (CFO)		10,000
Martin M. Lindsay (Chief Risk and Administration Officer, Treasurer and Secretary)		10,000
James K. Pool III (Chief Technology and Operations Officer)		11,332
Steven P. Spittle (Chief Commercial Officer)		10,668

(a)	the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under securities law, and
(b)	the restated result indicates that an executive officer received additional incentive compensation based on the erroneous data.

SEC Form DEF 14A filed by Middleby Corporation