SEC Form DEF 14A filed by Middleby Corporation

3/28/25 4:05:25 PM ET

$MIDD

Industrial Machinery/Components

Industrials

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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

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.

This is Middleby

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 14, 2025

10:00 a.m. CDT

Virtual Meeting www.virtualshareholdermeeting.com/MIDD2025

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 ten directors to hold office until the 2026 Annual Meeting.

To approve, on an advisory basis, the compensation of our executive officers.

To ratify the selection of Ernst & Young LLP as Middleby’s independent public accountants for the fiscal year ending January 3, 2026.

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE:

March 17, 2025

By Order of the Board of Directors

Michael D. Thompson

General Counsel 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 56.

HOW TO ATTEND:

To attend and register for the virtual meeting, please see “Information About the Annual Meeting,” which begins on page 56.

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 28, 2024, are being distributed or made available to stockholders on or about March 28, 2025.

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 and vote online by following the instructions provided at www. virtualshareholdermeeting.com/MIDD2025 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 [email protected].

*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 56 for instructions on how to attend.

2025 PROXY STATEMENT

TABLE OF

CONTENTS

Proxy Summary	5

Proposal 1: Election of Directors	13
How We Select Directors	13
Director Nominees	16

Governance	20
Board Leadership Structure	20
Independence	20
Risk Oversight	20
Annual Board Evaluation and Skillset Assessment	21
Stockholder Engagement	21
Director Onboarding and Continuing Education	21
Succession Planning	22
Board Meetings	22
Committees of the Board	22
Service on Other Boards	23
Age and Term Limits	23
Stockholder Communications With the Board	23
Related Party Transactions	24
Governance Documents	24
Director Compensation	24
Sustainability	26

Executive Officers	28

Proposal 2: Advisory Vote to Approve Executive Compensation	29
Vote Required for Approval; Board Recommendation	29

Executive Compensation	30
Compensation Discussion and Analysis	30
Report of the Compensation Committee of the Board of Directors	39

Executive Compensation Tables	40

Security Ownership of Certain Beneficial Owners and Management	51

Delinquent Section 16(a) Reports	53

Proposal 3: Ratification of Selection of Independent Public Accountants	54
Vote Required for Approval; Board Recommendation	54
Report of the Audit Committee	55

Information About the Annual Meeting	56

Annex A - Non-GAAP Financial Measures	58


2025 PROXY STATEMENT	4


WHEN	WHERE	RECORD DATE
Wednesday, May 14, 2025, at 10:00 a.m. (CDT)	Virtual Meeting www.virtualshareholdermeeting.com/ MIDD2025	March 17, 2025

Proposal		Board voting recommendation		Where to find more information
	Elect ten directors for a one-year term		FOR each nominee	Page 13
	Approve, on an advisory basis, the compensation of Middleby’s named executive officers		FOR	Page 29
	Ratify the selection of Ernst & Young LLP as Middleby’s independent registered public accounting firm for fiscal year 2025		FOR	Page 54

Name	Occupation	Age	Director since	Independent	Committees
Julie M. Bowerman	Chief Marketing Officer at Kellanova	56	2025		• Nominating and Corporate Governance
Sarah Palisi Chapin	Principal of Chapin Creative, LLC	63	2013		• Nominating and Corporate Governance (chair)
Timothy J. FitzGerald	Chief Executive Officer of The Middleby Corporation	55	2019
Edward P. Garden	Chairman and CEO of Garden Investments	63	2025		• Compensation
Cathy L. McCarthy	President and Chief Executive Officer of Cross Tack Consulting, Inc.	77	2015		• Audit (chair)* • Nominating and Corporate Governance
Robert A. Nerbonne	Former CEO and President of multiple commercial foodservice equipment companies	67	2019		• Nominating and Corporate Governance
Gordon J. O’Brien Chairman of the Board	Managing Partner at Cannon Capital	59	2005		• Compensation
Stephen R. Scherger	Executive Vice President and Chief Financial Officer of Graphic Packaging Holding Company.	60	2024		• Audit* • Compensation (chair)
Tejas P. Shah	Chief Information Officer of Fluence Energy Inc.	45	2024		• Audit*
Nassem A. Ziyad	Executive Chairman of Ziyad Brothers Importing	59	2017		• Audit

●	Offered customers and partners active training and demonstrations on live equipment with culinary professionals in our Middleby Innovation Kitchens ("MIK") and other test kitchens
●	Enhanced a deeply experienced internal team and program to serve the dealer community
●	Evolved and strengthened our strategic partnerships and dedicated Middleby sales teams focused on global and emerging chains, consultants, designers, and specifiers
●	Ongoing investments in digital sales and marketing capabilities to reach key customers
●	Enhanced focus on after-sale service support with a new state-of-the-art service training facility in the MIK Dallas and investments in Middleby service integrated software
●	Generated Middleby-specific content that can be utilized across multiple channels to educate and captivate our customers

What We Do
	Majority vote standard for uncontested director elections
	Nine out of ten directors are independent
	Completely independent Board committees
	Separate Chairman and CEO roles
	Independent Chairman
	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
	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 and non-employee directors
	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
	Enhanced disclosure of robust cybersecurity training programs
	Refreshed Anti-Bribery Policy made publicly available on Company’s website

What We Don’t Do
	No golden parachute tax gross-ups for executive officers
	No poison pill in place
	No stock option repricing without stockholder approval
	No excessive perquisites for executive officers
	No dividends paid or accumulated on unvested RSUs or PSUs
	No hedging, pledging and short selling of Company stock per our Insider Trading Compliance Program

Competency	Bowerman	Chapin	FitzGerald	Garden	McCarthy	Nerbonne	O’Brien	Scherger	Shah	Ziyad
*Senior Leadership Experience* Proven ability to lead organizations, set direction, and guide executive teams.
*Financial Expertise* Strong experience with responsibility as named in company filings CFO, Audit, Corporate Treasury or public company CEO. Expert on financial reporting, capital structures, and complex financial transactions.
*Industry Knowledge* Deep understanding of the industries served, trends, regulations, and competitive landscape.
*Risk & Technology (Cyber, Al, IT)* Expertise in risk management, cybersecurity, Al, IT infrastructure, and digital risk mitigation.
*Governance, Compliance & Sustainability* Meaningful knowledge of corporate governance best practices, ethics, regulatory compliance, and sustainability principles.
*Strategic Planning* Ability to develop long-term strategies that align with organizational goals and shareholder results, evaluating alternatives.
*Sales, Marketing, Branding, Social Media & Digital Engagement* Experience in branding, digital marketing, social media engagement, and consumer outreach strategies.
*Mergers & Acquisitions* Expertise and practical knowledge in the field of M&A at the executive level
*International Markets* Experience leading businesses with substantial business operations and customer base outside North America
*Human Capital & Succession* Experience directly managing a large number of employees, oversight of compensation structures, and/or succession planning,

•	Conflict Minerals Policy
•	Insider Trading Compliance Program
•	2024 Sustainability Metrics Update
•	2023 Sustainability Report Update
•	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 cash compensation for every non-employee director	Cash, paid in quarterly installments	$100,000
Additional cash compensation for Chairman of the Board	Cash, paid in quarterly installments	$25,000
Additional cash compensation for chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee	Cash, paid in quarterly installments	$25,000
Additional cash compensation for Audit Committee members	Cash, paid in quarterly installments	$12,500
Additional cash compensation for Compensation Committee and Nominating and Corporate Governance Committee members	Cash, paid in quarterly installments	$ 7,500
Equity for every non-employee director	RSUs awarded in March of each year with a one-year vesting period	Aggregate value of $175,000 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	132,500	175,001	307,501
Cathy L. McCarthy Audit Committee Chairperson	132,500	175,001	307,501
John R. Miller III⁽²⁾ Compensation Committee Chairperson	132,500	175,001	307,501
Robert A. Nerbonne	107,500	175,001	282,501
Gordon J. O’Brien Chairman of the Board	135,625	175,001	310,626
Stephen R. Scherger	120,000	175,001	295,001
Tejas P. Shah	112,500	175,001	287,501
Nassem A. Ziyad	114,375	175,001	289,376

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

Name	Age	Professional Background
Timothy J. FitzGerald	55	Mr. FitzGerald’s professional biography appears above under Election of Directors.
Bryan E. Mittelman	54	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.
James K. Pool III	53	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	44	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.
Matthew R. Fuchsen	54	Chief Development Officer of the Company since May 2023. Vice President, Mergers, Acquisitions and Tax from February 2018 to May 2023. Vice President of Tax from March 2014 to February 2018. Senior Tax Manager from November 2011 to March 2014.

•	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.

*Compensation Discussion and Analysis*	30

Executive Summary	30
Stockholder Engagement Following the 2024 Annual Meeting	31
Compensation Objectives and Philosophy	31
Parties Involved in Compensation Decisions	32
Fiscal Year 2024 Compensation Decisions	33
Vesting of Equity Incentive Awards for 2022-2024 Performance Period	36
Stock Ownership Guidelines	37
Clawback Policy	38
Additional Compensation Information	38

*Report of the Compensation Committee of the Board of Directors*	39

Timothy J. FitzGerald	Chief Executive Officer
Bryan E. Mittelman	Chief Financial Officer
James K. Pool III	Chief Technology and Operations Officer
Steven P. Spittle	Chief Commercial Officer
Matthew R. Fuchsen	Chief Development 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 2024 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 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.

AMETEK, Inc.	John Bean Technologies Corporation
Carlisle Companies Incorporated	Lincoln Electric Holdings, Inc.
Crane Co.	Nordson Corporation
Dover Corporation	Pentair plc
Flowserve Corporation	Regal Rexnord Corporation
Graco Inc.	Rockwell Automation, Inc.
Helen of Troy Limited	Snap-on Incorporated
Hubbell Incorporated	The Timken Company
IDEX Corporation	Woodward, Inc.
Ingersoll Rand Inc.	Xylem Inc.
ITT Inc.

Named Executive Officer	2023 Base Salary	2024 Base Salary	Percentage Change
Timothy J. FitzGerald (CEO)	$975,000	$975,000	0%
Bryan E. Mittelman (CFO)	$525,000	$550,000	4.76%
James K. Pool III (Chief Technology and Operations Officer)	$575,000	$600,000	4.35%
Steven P. Spittle (Chief Commercial Officer)	$575,000	$600,000	4.35%
Matthew R. Fuchsen (Chief Development Officer)	$400,000	$420,000	5.00%

Performance Metric	Relative Weighting	Threshold	Target	Target+	Maximum	Reported Result	Adjusted Result	Annual Performance- Based Cash Compensation*
EBITDA $ (in millions)**	65%	$ 925	$ 942	$ 958	$ 975	$ 866	$ 865
Percentage of Base Salary		33%	65%	98%	130%			0%
EBITDA %**	35%	22.3%	22.5%	22.7%	23.0%	22.4%	22.3%
Percentage of Base Salary		18%	35%	53%	70%			19.2%

*	When applicable, EBITDA$ and EBITDA% Annual Performance-Based Cash Compensation is calculated based upon the percentage of base salary at the adjusted result, calculated on a linear basis between the performance targets.
**	EBITDA $ and EBITDA % are not prepared in accordance with GAAP. For a reconciliation of EBITDA $ to the most directly comparable GAAP financial measure and insight into how these non-GAAP measures are considered by management, please see Annex A, where EBITDA $ is referred to as Adjusted EBITDA. EBITDA % is calculated as EBITDA $ divided by GAAP revenue.

SEC Form DEF 14A filed by Middleby Corporation

This is Middleby

Proxy Summary

Meeting Agenda

Director Nominees

2024 Performance

Middleby Segments

Strategic Developments

Enhancing and Expanding Our Go-To-Market Initiatives

Strategic Growth Initiatives

Focused M&A On Three Strategic Themes

Ice & Beverage Platform

Food Processing Full-Line Solutions

Compensation Highlights

Corporate Governance Highlights

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

Cooperation Agreement

Succession Planning

Board Meetings

Committees of the Board

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Service on Other Boards

Age and Term Limits

Stockholder Communications With the Board

Related Party Transactions

Governance Documents

Director Stock Ownership Guidelines

Director Compensation

Director Compensation for Fiscal Year 2024

Sustainability

Sustainability Priorities and Management Process

Human Capital

Employee Safety

Community

Executive Officers

Proposal No. 2 Advisory Vote to Approve Executive Compensation

Vote Required for Approval; Board Recommendation

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

2024 Highlights and Performance

Highlights of 2024 Compensation Program

Stockholder Engagement Following the 2024 Annual Meeting

Compensation Objectives and Philosophy

Parties Involved in Compensation Decisions

Role of the Compensation Committee

Role of the Compensation Committee’s Independent Compensation Consultant

Role of the CEO

Market Factors in Setting Compensation

Fiscal Year 2024 Compensation Decisions

Base Salary

Annual Performance-Based Incentive Program

Equity-Based Incentive Compensation

2024 Long-Term Equity Incentive Awards

Performance Targets for 2024 LTI Awards

Time-Based RSUs; Holding Period

Vesting of Equity Incentive Awards for 2022-2024 Performance Period

Three-Year Performance Period for 2022-2024

Stock Ownership Guidelines

Clawback Policy

Additional Compensation Information

Derivatives Trading, Hedging and Pledging

Post-Employment Benefits

Limited Perquisites 401(k) Plan

Employment Agreements

Risk Assessment Regarding Company Compensation Program

Equity Grant Practices

Tax and Accounting Considerations

Deductibility of Executive Compensation

Accounting for Stock-Based Compensation

Proposal No. 1
Election of Directors

Proposal No. 2
Advisory Vote to Approve Executive Compensation

Proposal No. 3
Ratification of Selection of Independent Public Accountants

Annex A

Non-GAAP Financial Measures

Reconciliation of Cash Flow from Operating Activities (a GAAP Measure) to Free Cash Flow (a Non-GAAP Measure)⁽³⁾

Reconciliation of Operating Income (a GAAP Measure) to Adjusted EBITDA (a Non-GAAP Measure)⁽⁴⁾

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Named Executive Officer	Annual Performance-Based Cash Compensation for 2024
Timothy J. FitzGerald (CEO)	$	186,781
Bryan E. Mittelman (CFO)	$	105,364
James K. Pool III (Chief Technology and Operations Officer)	$	114,942
Steven P. Spittle (Chief Commercial Officer)	$	114,942
Matthew R. Fuchsen (Chief Development Officer)	$	80,460

Component		Current LTI Practices
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 shares 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) per share (50% weight)
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	$	6,350,002	30,898	15,449
Bryan E. Mittelman	$	1,900,055	9,246	4,622
James K. Pool III	$	2,600,039	12,652	6,325
Steven P. Spittle	$	2,600,039	12,652	6,325
Matthew R. Fuchsen	$	1,425,041	6,934	3,467

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.

	3 Year Enterprise Value Growth (Less Net Debt) per share
3 Year Adjusted EPS Growth	15% (threshold)	25% (target)	45% (max)
12.5% (threshold)	50%	75%	150%
20% (target)	75%	100%	150%
35% (max)	150%	150%	200%

Named Executive Officer		Vested Performance-Based PSUs
Timothy J. FitzGerald (CEO)		25,407
Bryan E. Mittelman (CFO)		6,610
James K. Pool III (Chief Technology and Operations Officer)		8,263
Steven P. Spittle (Chief Commercial Officer)		8,263
Matthew R. Fuchsen (Chief Development Officer)		4,907

(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.

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)		Total ($)
Timothy J. FitzGerald Chief Executive Officer	2024	975,000		6,343,205		186,781	20,495	⁽²⁾	7,525,481
	2023	975,000		6,140,784		1,300,650	18,445		8,434,879
	2022	975,000	—	6,465,950	—	1,944,150	16,945		9,402,045
Bryan E. Mittelman Chief Financial Officer	2024	550,000		1,898,021		105,364	14,088	⁽³⁾	2,567,473
	2023	525,000		1,747,367		700,350	13,580		2,986,297
	2022	500,000	—	1,682,266	—	997,000	12,041		3,191,307
James K. Pool III Chief Technology and Operations Officer	2024	600,000		2,597,255		114,942	9,195	⁽⁴⁾	3,321,392
	2023	575,000		2,396,342		767,050	8,945		3,747,337
	2022	550,000	—	2,102,723	—	1,096,700	8,666		3,758,089
Steven P. Spittle Chief Commercial Officer	2024	600,000		2,597,255		114,942	13,775	⁽⁵⁾	3,325,972
	2023	575,000		2,396,342		767,050	13,525		3,751,917
	2022	550,000	—	2,102,723	—	1,096,700	12,525		3,761,948
Matthew R. Fuchsen Chief Development Officer	2024	420,000		1,423,516		80,460	12,118	⁽⁶⁾	1,936,094
Matthew R. Fuchsen Chief Development Officer	2023	400,000	—	1,360,305	—	533,600	16,627		2,310,532

(1)	The amounts reported in the “Stock Awards” column of the table reflect the fair value on the grant date of equity awards granted to our NEOs determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, excluding the effect of estimated forfeitures. For time-based RSUs, fair value is computed by multiplying the total number of shares subject to the award (or target number of shares, if applicable) by the closing price per share of our common stock as reported on the date of grant. For the PSUs, fair value has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model. The closing trading value of our common stock was $137.01 per share on May 14, 2024. The fair value on the grant date of the PSUs granted to our NEOs during 2024 based upon the maximum possible level of achievement under such awards would be $10,988,997 for Mr. FitzGerald, $3,288,377 for Mr. Mittelman, $4,499,734 for Mr. Pool, $4,499,734 for Mr. Spittle, and $2,466,105 for Mr. Fuchsen. Refer to the footnotes to the Grants of Plan-Based Awards table for the assumptions made when calculating the grant date fair values of the fiscal year 2024 grants of RSUs and PSUs.
(2)	All other compensation amounts in 2024 for Mr. FitzGerald include a $1,375 Company contribution to a health savings account, $3,870 in Company-paid life insurance premiums, and a 401(k) Company matching contribution of $15,250.
(3)	All other compensation amounts in 2024 for Mr. Mittelman include a $1,375 Company contribution to a health savings account, $2,070 in Company-paid life insurance premiums, and a 401(k) Company matching contribution of $10,642.
(4)	All other compensation amounts in 2024 for Mr. Pool may include a $1,375 Company contribution to a health savings account, $2,070 in Company-paid life insurance premiums, and a 401(k) Company matching contribution of $5,750.
(5)	All other compensation amounts in 2024 for Mr. Spittle include a $1,375 Company contribution to a health savings account, $900 in Company-paid life insurance premiums, and a 401(k) Company matching contribution of $11,500.
(6)	All other compensation amounts in 2024 for Mr. Fuchsen include a $1,375 Company contribution to a health savings account, $2,070 in Company-paid life insurance premiums, and a 401(k) Company matching contribution of $8,673.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)	Target ($)	Max ($)	Threshold (#)	Target (#)	Max (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Timothy J. FitzGerald
		⁽¹⁾	170,625	975,000	1,950,000
	5/14/24	⁽³⁾⁽⁴⁾				10,814	30,898	80,335		4,226,537
	5/14/24	⁽⁵⁾							15,449	2,116,667
Bryan E. Mittelman
		⁽¹⁾	96,250	550,000	1,100,000
	5/14/24	⁽³⁾⁽⁴⁾				3,236	9,246	24,038		1,264,760
	5/14/24	⁽⁵⁾							4,622	633,260
James K. Pool III
		⁽¹⁾	105,000	600,000	1,200,000
	5/14/24	⁽³⁾⁽⁴⁾				4,428	12,652	32,894		1,730,667
	5/14/24	⁽⁵⁾							6,325	866,588
Steven P. Spittle
		⁽¹⁾	105,000	600,000	1,200,000
	5/14/24	⁽³⁾⁽⁴⁾				4,428	12,652	32,894		1,730,667
	5/14/24	⁽⁵⁾							6,325	866,588
Matthew R. Fuchsen
		⁽¹⁾	73,500	420,000	840,000
	5/14/24	⁽³⁾⁽⁴⁾				2,427	6,934	18,028		948,502
	5/14/24	⁽⁵⁾							3,467	475,014