DEF 14A of MIDDLEBY Corp, Mar 28, 2025

DEF 14A of MIDDLEBY Corp

Filed Mar 28, 2025 · FY20240001308179-25-000287

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | 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 |

  3. Director Nominees

    | * Audit Committee Financial Expert |

  4. Director Nominees

    | 2025 PROXY STATEMENT | 6 |

  5. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors The Board has nominated the ten current directors to serve as directors until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal. Each of the nominees has consented to serve as a director if elected. The Board knows of no reason why any nominee would be unavailable to serve, but, in the event of any such unavailability, the proxies received will be voted for any substitute nominees the Board recommends.

  6. Director Nominees

    Director Nominees

  7. Julie M. Bowerman

    Julie M. Bowerman

  8. Julie M. Bowerman

    | Age: 56 Director since: 2025 INDEPENDENT Committees: • Nominating and Corporate Governance* | Professional background Ms. Bowerman has served as the Chief Marketing Officer of Kellanova, a food manufacturing company, since its spinoff from Kellogg Company in 2023. At Kellogg Company, Ms. Bowerman served as the Chief Marketing and Ecommerce Officer from 2021 to 2023 and as the Chief Global Digital Consumer and Customer Experience Officer from 2019 to 2023. Prior to joining Kellogg in 2019, Ms. Bowerman served as the Senior Vice President, Digital Engagement and eCommerce at Hain Celestial Group, Inc., a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East. Prior to joining Hain Celestial Group, Inc. in 2017, she spent over 20 years at The Coca-Cola Company, serving in various roles, including as Global Vice President, eCommerce, Shopper Marketing and Digital from 2015 to 2017, and as the Vice President and General Manager, eCommerce, North America from 2013 to 2015. | | Service on other public boards • Brixmor Property Group Inc. (since 2019) (nominating and corporate governance committee chair) | | | Relevant skills Ms. Bowerman’s development and implementation of revenue growth and profit generation via physical and digital commerce, marketing, and go to market strategies as well as her experience and track record of driving value creation in consumer products businesses provides an important perspective to the Board’s oversight of the development and execution of the Company’s strategic plan. | | | * Effective February 24, 2025 | |

  9. Sarah Palisi Chapin

    Sarah Palisi Chapin

  10. Sarah Palisi Chapin

    | Age: 63 Director since: 2013 INDEPENDENT Committees: • Nominating and Corporate Governance (chair) | 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. |

  11. Sarah Palisi Chapin

    | 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. | |

  12. Timothy J. FitzGerald

    Timothy J. FitzGerald

  13. Timothy J. FitzGerald

    | Age: 55 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. | |

  14. Timothy J. FitzGerald

    | 2025 PROXY STATEMENT | 16 |

  15. Edward P. Garden

    Edward P. Garden

  16. Edward P. Garden

    | Age: 63 Director since: 2025 INDEPENDENT Committees: • Compensation* | Professional background Since 2023, Mr. Garden is Chairman and CEO of Garden Investments, an investment management firm. Mr. Garden also currently is a director of General Electric Company, where he is a member of the Management Development & Compensation Committee and the Audit Committee. Mr. Garden previously served as a director on the boards of The Wendy’s Company from 2004 to 2015, Family Dollar Stores, Inc. from 2011 to 2015, Pentair plc from 2016 to 2018, The Bank of New York Mellon Corporation from 2014 to 2019, Legg Mason, Inc. from 2019 to 2020, and Invesco Ltd from 2020 to 2022. From 2005-2023, Mr. Garden served as Chief Investment Officer and Founding Partner of Trian Fund Management. | | Service on other public boards • General Electric Company doing business as GE Aerospace (since 2017) • Janus Henderson Group (2022-2023) • Invesco Ltd. (2020-2022) • Legg Mason, Inc. (2019-2020) • The Bank of New York Mellon Corporation (2014-2019) • The Wendy’s Company (2004-2015) • Family Dollar Stores (2011-2015) • Pentair plc (2016-2018) | | | Relevant skills Mr. Garden brings extensive experience facilitating positive strategic, operational and governance changes as a director. Mr. Garden’s Board experience at companies such as General Electric provides a wealth of perspective as the Board executes on the Company’s value creation strategy. Mr. Garden was nominated as a director pursuant to the terms of the Cooperation Agreement (as defined and described under “Cooperation Agreement” below). | | | * Effective February 24, 2025 | |

  17. Cathy L. McCarthy

    Cathy L. McCarthy

  18. Cathy L. McCarthy

    | Age: 77 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 Audit Committee) • 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. | |

  19. Robert A. Nerbonne

    Robert A. Nerbonne

  20. Robert A. Nerbonne

    | Age: 67 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 an officer and board member 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. | |

  21. Robert A. Nerbonne

    | 2025 PROXY STATEMENT | 17 |

  22. Gordon J. O’Brien

    Gordon J. O’Brien

  23. Gordon J. O’Brien

    | Age: 59 Director since: 2005 Non-Executive Chairman since: 2019 INDEPENDENT Committees: • 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. | |

  24. Stephen R. Scherger

    Stephen R. Scherger

  25. Stephen R. Scherger

    | Age: 60 Director since: 2024 INDEPENDENT Committees: • Audit • Compensation | Professional background Since 2015, Mr. Scherger serves as the Executive Vice President and Chief Financial Officer of Graphic Packaging Holding Company, a leading provider of sustainable fiber-based packaging solutions. From October 1, 2014 through December 31, 2014, Mr. Scherger was the Senior Vice President – Finance. From April 2012 through September 2014, Mr. Scherger served as Senior Vice President, Consumer Packaging Division. Mr. Scherger joined Graphic Packaging Holding Company in April of 2012 from MeadWestvaco Corporation, where he served as President, Beverage and Consumer Electronics. Mr. Scherger was with MeadWestvaco Corporation from 1986 to 2012 and held positions including Vice President, Corporate Strategy; Vice President and General Manager, Beverage Packaging; Vice President and Chief Financial Officer, Papers Group, Vice President Asia Pacific and Latin America, Beverage Packaging, Chief Financial Officer Beverage Packaging and other executive-level positions. | | Service on private boards • Junior Achievement of Georgia (since 2016) • Paperboard Packaging Council (since 2022) | | | Relevant skills Mr. Scherger is a multi-dimensional executive who brings extensive experience as both a public company Chief Financial Officer and a key business segment leader at Graphic Packaging Holding Company. He has been a key member of a C-suite that has delivered growth in revenues driven by higher-than-market organic growth, and 15 acquisitions supported by enhanced margins and improved asset productivity. | |

  26. Tejas P. Shah

    Tejas P. Shah

  27. Tejas P. Shah

    | Age: 45 Director since: 2024 INDEPENDENT Committees: • Audit | Professional background Since 2023, Mr. Shah serves as Chief Information Officer of Fluence Energy Inc., a public company that provides market- leading energy storage products and services and cloud-based software for renewables and storage assets. From 2022–23, Mr. Shah served as Chief Information Officer at Tonal. From 2018-22, Mr. Shah served in various roles at Arlo Technologies Inc., where he was promoted from Chief Information Officer to Senior Vice President, Product and Chief Information Officer, to Senior Vice President, Software, SaaS, and Services and Chief Information Officer. | | Service on private boards • Board advisor for Bugcrowd, Inc., crowdsourced cybersecurity platform (since 2019) | | | Relevant skills In his role as a senior executive at Fluence Energy, Inc., Mr. Shah uses his extensive global experience to drive innovation in products and technology. In addition to his extensive experience in technology development and the evolving landscape of cybersecurity and information technology, he possesses a deep understanding of financial and operational matters that provides the Board with an invaluable resource to leverage the Company’s intellectual property to drive value creation for the Company. | |

  28. Tejas P. Shah

    | 2025 PROXY STATEMENT | 18 |

  29. Nassem A. Ziyad

    Nassem A. Ziyad

  30. Nassem A. Ziyad

    | Age: 59 Director since: 2017 INDEPENDENT Committees: • Audit | Professional background Mr. Ziyad is Executive Chairman of Ziyad Brothers Importing, a leading distributor and global marketer of a diverse portfolio of ethnic food products, representing multinational customers such as Nestle, Kraft and Bel, founded in 1966. Before assuming that role in 2022, Mr. Ziyad was Chief Executive Officer Chief Operating Officer of Ziyad Brothers Importing since 1983. | | Relevant skills Mr. Ziyad’s extensive experience in marketing, branding, and financial management of food products throughout the world is valuable in Board discussions regarding ethnic food distribution, cross-border trade, global ethnic food trends, brand management, and marketing. | |

  31. Nassem A. Ziyad

    The Board has a policy that requires any director who does not receive a majority of votes cast in an uncontested election to promptly tender a resignation. The NCGC will consider any such resignation and recommend appropriate action to the Board. The Board is required to take formal action on the NCGC’s recommendation no later than 90 days following the date of the stockholders’ meeting at which the election of directors occurred. The Board will consider the information, factors, and alternatives reviewed by the NCGC and such additional information, factors, and alternatives as the Board deems relevant. Within four business days after the Board decides whether to accept or reject a director resignation, the Company will publicly disclose that decision in a Form 8-K filed with the Securities and Exchange Commission (“SEC”), including an explanation of the process by which the decision was made and, if applicable, the Board’s reason(s) for rejecting the tendered resignation.

  32. Nassem A. Ziyad

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE ABOVE NAMED NOMINEES AS A DIRECTOR OF THE COMPANY |

  33. Nassem A. Ziyad

    | 2025 PROXY STATEMENT | 19 |

  34. Director Compensation

    Director Compensation The Company believes that having highly qualified non-employee directors is critical to our success. Non-employee directors represent the interests of our stockholders, and they contribute their experience and wisdom to guide our Company, our strategy, and our management. The Board believes that compensation for directors should reflect the work required in both their ongoing oversight and governance role and their continuous focus on driving long-term performance and stockholder value. The Compensation Committee, consisting solely of independent directors, is responsible for reviewing director compensation and considering any changes to how directors are compensated. The full Board reviews the Compensation Committee’s recommendations and approves director compensation arrangements. As described in our proxy statement filed in 2024, in December 2023, the Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), an independent compensation consultant, to conduct a director compensation assessment using the same peer group that was used to assess executive compensation. The Board compensation assessment analyzed peer company director compensation levels and practices, evaluated the competitiveness of the Company’s director

  35. Director Compensation

    | 2025 PROXY STATEMENT | 24 |

  36. Director Compensation

    compensation program from multiple perspectives relative to the peer group, and described recent market trends in director compensation. Based on Aon’s analysis and the Company’s long-term performance, in 2024 the Compensation Committee implemented additional annual cash compensation for non-Chair committee members of $12,500 for Audit Committee members and $7,500 for Compensation Committee and Nominating and Corporate Governance Committee members, and increased the aggregate value of the annual grant of restricted stock units effective for service in 2024 from $163,000 (the rate in effect for 2023) to $175,000 in grant date value. Non-employee director compensation for fiscal year 2024 consisted of cash and equity components. The following table shows the compensation structure. Directors do not receive meeting fees.

  37. Director Compensation

    | 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 |

  38. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table shows the annual and long-term compensation for services to the Company performed by the non-employee directors during fiscal year 2024. Mr. FitzGerald’s compensation is discussed in the Compensation Discussion and Analysis section of this Proxy Statement and presented in “Summary Compensation Table for Fiscal Year 2024”. He did not receive any additional compensation for his service as a director.

  39. Director Compensation for Fiscal Year 2024

    | 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 |

  40. Director Compensation for Fiscal Year 2024

    | (1) On February 26, 2024, each non-employee member of the Board was awarded RSUs having a grant date fair value equal to $175,001 on such date pursuant to the LTIP. These RSUs vested on March 6, 2025. The amounts reported in this column reflect the aggregate grant date fair value of the RSUs granted in 2024 computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining these amounts are described in Note 3(o) to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. As of December 28, 2024, each non-employee director held 1,140 outstanding RSUs. | | (2) On February 24, 2025, John R. Miller III notified the Board of his intent to retire from the Board. Mr. Miller retired from the Board, effective March 15, 2025. |

  41. Director Compensation for Fiscal Year 2024

    | 2025 PROXY STATEMENT | 25 |

  42. 2024 Highlights and Performance

    2024 Highlights and Performance In 2024, Middleby and its management team delivered record operating cash flows in the face of strong economic headwinds across the Company’s business segments, and positioned the Company to achieve increasing profitability both in the short term as the macroeconomic outlook improves as well as in the long term pursuant to our strategic plan. Achievement of our 3-year long term equity incentives over the 2022-24 performance period reflected above target results that were adjusted downward by our 3-year TSR modifier, resulting in long term equity incentives at below target. This demonstrates the alignment between our long term equity incentive program and the interests of our stockholders. Likewise, annual incentive compensation for our executives for FY2024 results was at 19% of target, reflecting below target achievement on our annual incentive program’s EBITDA$ and EBITDA% targets.

  43. Highlights of 2024 Compensation Program

    | 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. |

  44. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy The Company’s compensation and benefits programs are influenced by our business culture and are designed to maximize strategic Company goals. The objectives of our compensation program are described below. Attract and Retain Executive Talent—The Company offers compensation packages that aim to attract and retain qualified executive talent and deliver increasing rewards for extraordinary performance. Link Executive Compensation with Financial and Operating Performance—The Compensation Committee structures a portion of the compensation for our Named Executive Officers and senior management to vary based on the Company’s financial and operating performance in order to drive a sustained increase in stockholder value. In a typical year, a significant portion of an executive’s annual compensation is at risk and linked to the achievement of corporate goals that are tailored to the Company’s strategic plan. Link Executive Equity Incentive Compensation with Stockholder Interests—Long-term equity incentive compensation granted to our Named Executive Officers in fiscal year 2024 was divided between performance-based (67%) and time-based restricted stock units (33%) (assuming target performance levels for the PSUs) to (i) align our Named Executive Officers’ interests with stockholder interests through the shared experience of stock ownership; (ii) tie performance goals and payouts directly to metrics that are critical drivers of financial and operational success, stockholder value creation, and strategic objectives; (iii) enhance the alignment between Company performance and executive pay by weighing the performance-based portion of LTI more heavily than time-based vesting, and (iv) include a time-based component that encourages executive retention and discourages excess risk-taking by executives. Facilitate a High-Growth Company Strategy—The Company provides incentive compensation that rewards executives for strong growth in earnings, which is expected to generate strong stockholder return. Performance goals are generally consistent with the Company’s performance expectations, but are tiered to help ensure that awards will increase when Middleby out-performs its performance targets. Likewise, our incentive compensation programs are designed to result in no payouts when Middleby underperforms threshold goals.

  45. Role of the Compensation Committee’s Independent Compensation Consultant

    Role of the Compensation Committee’s Independent Compensation Consultant The Compensation Committee has the power to retain independent compensation consultants, legal counsel, or other advisors as it may deem appropriate to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of management. The Compensation Committee recognizes the importance of objective, independent expertise and advice in carrying out its responsibilities. Since November 2017, the Compensation Committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent consultant. Aon reports directly to, and is directly accountable to, the Compensation Committee, and the Compensation Committee has the sole authority to retain, terminate, and obtain Aon’s advice at the Company’s expense. The Compensation Committee selected Aon as consultants because of Aon’s public company compensation experience, understanding of compensation governance and access to market competitive data. With Aon’s assistance, the Compensation Committee monitors market compensation practices and developments, as well as the appropriateness of the various components of Middleby’s executive pay program. The Compensation Committee believes that obtaining relevant market and benchmark data is very important because it provides helpful context and a solid reference point for making decisions. When making determinations about compensation for our executives, the Compensation Committee also considers corporate and individual performance, any shifts in the current or anticipated future duties and function of the executive officers, the competitive market for executive talent and the overall labor market, and the input of other directors who are not members of the Compensation Committee. In the past, the Compensation Committee has worked with Aon to: assess our executive compensation philosophy, objectives and components; develop a peer group of companies for compensation comparison purposes; review considerations and market practices related to the design of cash and equity incentive plans and trends in the capital goods industry; review our equity compensation strategy; and review director compensation market practices. For fiscal year 2024 specifically, Aon assisted the Compensation Committee with evaluating the appropriateness of the peer group for alignment with the Company’s strategy and business mix, providing CEO and NEO benchmark compensation data, designing our incentive plans, assessing the competitiveness of Board of Director compensation, and understanding developing compensation and governance trends. While the Compensation Committee takes into consideration the review and recommendations of Aon when making decisions about the Company’s executive compensation program, ultimately the Compensation Committee makes its own independent decisions about compensation matters. The Compensation Committee has assessed the independence of Aon pursuant to SEC and NASDAQ rules, considering each of the relevant factors with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to Aon’s total revenues. Aon provides no services to the Company other than its services to the Compensation Committee, has no other ties to management that could jeopardize its fully independent status, and has strong internal governance policies that help ensure it maintains its independence. Aon has conducted a review of its performance, and has prepared an independence letter for the Compensation Committee that provides assurances and confirmation of the consultant’s independent status under the standards. None of the Compensation Committee members and none of our executive officers or directors have any personal relationship or other conflicts of interest with Aon.

  46. Market Factors in Setting Compensation

    Market Factors in Setting Compensation The Compensation Committee uses comparative compensation information from a relevant group of peer companies as one of several points of reference when setting the compensation of our CEO and other NEOs. The Compensation Committee considers data from the companies in the peer group to compare total compensation and individual compensation elements for our CEO and other NEOs with compensation for officers in comparable positions. The Compensation Committee retains discretion in determining how it will use peer group data. The Committee typically reviews peer company compensation data on an annual basis.

  47. Market Factors in Setting Compensation

    In the fourth quarter of 2023, with Aon’s assistance, the Compensation Committee updated the peer group used to benchmark compensation levels and practices to more closely align with the Company’s profile and growth. In updating the peer group, the Committee considered the following criteria: revenue, market capitalization, EBITDA, industry, brand leadership, and international scope. Based on an assessment of the peer group by the Compensation Committee in light of the factors noted above, the Committee determined it would be appropriate to add the following companies to the 2024 peer group (“Peer Group”): Dover Corporation and Regal Rexnord Corporation. The 2024 Peer Group is summarized below:

  48. Market Factors in Setting Compensation

    At the time the Peer Group was updated in 2023, Middleby was positioned slightly below the median based on trailing twelve months EBITDA and slightly below the median based on revenue. For fiscal year 2024 compensation purposes, Aon presented the Compensation Committee with data regarding compensation for the NEOs. Aon collected this information from the Peer Group. Aon compiled compensation data at the 25th percentile, median, and 75th percentile levels from the Peer Group, for base salaries, target annual cash incentive awards, target long-term equity awards, and total target direct compensation for individual executive officer positions. Using this data, the Compensation Committee approved adjustments to 2024 compensation packages for our NEOs to maintain an appropriate level of total compensation in comparison to the market that is consistent with emphasizing pay for performance.

  49. Annual Performance-Based Incentive Program

    Annual Performance-Based Incentive Program The Company provides annual performance-based cash incentives pursuant to the Value Creation Incentive Plan (“VCIP”). Under the VCIP, the Compensation Committee can establish performance goals utilizing multiple metrics, with the flexibility to adjust metrics and goals to address changing business needs. The VCIP is intended to provide an incentive for strong performance and to motivate eligible employees toward the highest level of achievement and business results by tying their goals and interests to those of the Company and our stockholders. In fiscal year 2024, the Compensation Committee approved and implemented an annual cash-based incentive compensation program under the VCIP for all of the NEOs. The annual incentive compensation program for 2024 includes bonus opportunities based upon performance against goals for EBITDA$ and EBITDA% for fiscal year 2024. These metrics, which emphasize different aspects of our performance than the metrics used for the long-term incentive plan, were implemented in part due to prior stockholder outreach, are consistent with leading governance practices, and serve as an effective reference for senior managers when making decisions for their respective operations. The Compensation Committee retains discretion regarding the determination of achievement of the performance metrics. The following table shows 2024 actual EBITDA$ and EBITDA% as compared to the target EBITDA$ and EBITDA% goals and the corresponding annual performance-based cash compensation for each NEO under the VCIP. Each NEO’s target bonus opportunity under the VCIP for fiscal year 2024 was set at 100% of base salary and a maximum of 200% of base salary, as set forth below:

  50. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

  51. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    | 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% |

  52. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    | * 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. |

  53. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    | 2025 PROXY STATEMENT | 34 |

  54. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    For fiscal year 2024, the Compensation Committee determined that the EBITDA$ and EBITDA% performance metrics had results as set forth in the table above. Results were evaluated based on an as reported basis in US dollars. The Compensation Committee determined the EBITDA$ achieved amounted to $866.3 million and the EBITDA% performance amounted to 22.4%. The Compensation Committee exercised discretion to adjust achievement of the performance metrics by taking into account the effects of certain non-recurring expenses. After adjustment taking into account these factors, the Compensation Committee approved the EBITDA$ and EBITDA% performance metrics as adjusted in the table above, resulting in annual performance-based cash compensation to the NEOs for the EBITDA$ performance metric at 0% of base salary and for the EBITDA% performance metric at 19.2% of base salary. Absent such adjustments, the annual performance-based cash compensation for the NEOs for performance during fiscal year 2024 would have been as follows: Mr. FitzGerald $217,603, Mr. Mittelman $122,750, Mr. Pool III $133,909, Mr. Spittle $133,909, and Mr. Fuchsen $93,737.

  55. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    | 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 |

  56. 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE PLAN PERFORMANCE

    For 2024, the annual-performance based cash compensation earned by the NEOs at 19% of target demonstrates the alignment of the Company’s annual incentive compensation with the Company’s short-term performance and the interests of the Company’s shareholders.

  57. Equity-Based Incentive Compensation

    | 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 75th percentile versus the Peer Group • Vested performance shares are unchanged for three-year TSR performance that is between the 25th and 75th percentile versus Peer Group • Vested performance shares decrease by 30% for three-year TSR performance that is at or below the 25th percentile versus the Peer Group |

  58. 2024 Long-Term Equity Incentive Awards

    2024 Long-Term Equity Incentive Awards In May 2024, the Compensation Committee approved LTI equity awards to our Named Executive Officers consisting of performance-based PSUs (66.7% of target LTI value) and time-based RSUs (33.3% of target LTI value). The performance period for the performance-based PSUs covers fiscal years 2024, 2025 and 2026, and vesting, if any, will be approved by the Compensation Committee in the first quarter of fiscal year 2027. The time-based RSUs will vest, subject to the NEO’s continued employment, in equal increments, in March 2025, March 2026 and March 2027. The shares underlying the time-based RSUs must be held until the end of the three fiscal year period to which they relate. All future performance-based equity grants made during our annual grant cycle are currently expected also to have a three-year performance and vesting period. The Compensation Committee sets the grant date target value for LTI awards for our Named Executive Officers other than the CEO. Using market-based long-term equity grant values and incentive plan design information provided by the Compensation Committee’s independent compensation consultants as a guide, Mr. FitzGerald recommends to the Compensation Committee awards for our Named Executive Officers (other than himself) and members of senior management.

  59. 2024 Long-Term Equity Incentive Awards

    | 2025 PROXY STATEMENT | 35 |

  60. 2024 Long-Term Equity Incentive Awards

    The Board established Mr. FitzGerald’s target LTI award based upon the recommendations of the Compensation Committee. In forming its recommendation, the Compensation Committee reviewed competitive compensation data for the Peer Group provided by Aon and considered other relevant factors. Target LTI awards for our Named Executive Officers are shown below.

  61. 2024 Long-Term Equity Incentive Awards

    | 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 |

  62. 2024 Long-Term Equity Incentive Awards

    | * The Compensation Committee determined the number of PSUs and RSUs to grant based on the price of Middleby common stock on May 14, 2024, which was $137.01 per share. |

  63. Performance Targets for 2024 LTI Awards

    Performance Targets for 2024 LTI Awards The performance-based PSUs have two primary, equally weighted, metrics: Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share.

  64. Performance Targets for 2024 LTI Awards

    | 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. |

  65. Performance Targets for 2024 LTI Awards

    Performance targets are set based on management’s multi-year forecast of Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share performance. The maximum possible payout is 200% of target, based on our performance against goals for these measures. We disclose the targets for Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share retrospectively due to the competitive harm that could result from disclosing these targets prospectively. However, consistent with stockholder feedback, the performance targets for the performance period that spans fiscal years 2024, 2025 and 2026 reflect rigorous goals that anticipate much stronger growth than we experienced in prior fiscal years because of the negative impact of the pandemic and to continue to drive improvements in financial performance. The Compensation Committee retains discretion regarding the determination of achievement of the performance metrics. Once awards are calculated based on Middleby’s performance for the three-year performance period (“Pre-TSR Vested Shares”), the Compensation Committee will calculate whether the TSR modifier applies. If Middleby’s TSR for the three-year performance period is at or above the 75th percentile versus the Peer Group, the final grants to our Named Executive Officers will equal the number of Pre-TSR Vested Shares multiplied by 130%. Conversely, if Middleby’s TSR for the three-year performance period is at or below the 25th percentile versus the Peer Group, the final grants to our Named Executive Officers will equal the number of Pre-TSR Vested Shares multiplied by 70% (meaning that there is a negative adjustment of 30%). Final awards will equal the number Pre-TSR Vested Shares if Middleby’s TSR for the three year performance period falls between the 25th and 75th percentiles versus the Peer Group.

  66. Time-Based RSUs; Holding Period

    Time-Based RSUs; Holding Period The time-based LTI awards vest ratably over three years, so long as the recipient is still employed by the Company. However, the shares underlying the vested RSUs may not be sold or otherwise transferred until the associated performance-based PSUs vest (or fail to vest based on performance). The TSR modifier will not affect the number of time-based RSUs that vest.

  67. Vesting of Equity Incentive Awards for 2022-2024 Performance Period

    Vesting of Equity Incentive Awards for 2022-2024 Performance Period On May 15, 2022, the Company granted performance-based PSU and time-based RSU awards to the NEOs. The performance-based component of the award provided that a portion of the award, up to the maximum number of shares subject to the award, would be earned at the end of a three-year performance period based on the achievement of a multi-year forecast in Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share (as certified by the Compensation Committee in early 2025). The three-year

  68. Vesting of Equity Incentive Awards for 2022-2024 Performance Period

    | 2025 PROXY STATEMENT | 36 |

  69. Vesting of Equity Incentive Awards for 2022-2024 Performance Period

    performance period for these awards began on January 1, 2022 and ended on December 28, 2024. The time-based RSU component vested in 1/3 increments on each of March 1, 2023, March 1, 2024 and March 1, 2025, subject to continued employment on each such date.

  70. Three-Year Performance Period for 2022-2024

    Three-Year Performance Period for 2022-2024 The aggregate maximum number of performance-based PSUs that were eligible to vest over the three-year performance period ended December 28, 2024 (after including the +-30% TSR modifier) equaled 76,290 for Mr. FitzGerald, 19,848 for Mr. Mittelman, 24,810 for Mr. Pool, 24,810 for Mr. Spittle, and 14,733 for Mr. Fuchsen. The performance criteria for the Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share performance metrics is the growth achieved over the base year as compared to the average of the results for each year in the performance period. The following chart illustrates the percentage of awarded PSUs that were eligible to vest at various levels of Adjusted EPS Growth and Enterprise Value Growth (Less Net Debt) per share achievement over the three-year performance period ending December 28, 2024 prior to adjustment pursuant to the +-30% TSR modifier:

  71. Three-Year Performance Period for 2022-2024

    | | 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% |

  72. Three-Year Performance Period for 2022-2024

    For the three-year performance period ended December 28, 2024 the Compensation Committee determined that the Adjusted EPS Growth and Enterprise Value Growth, (Less Net Debt) Per Share performance metrics were 24% and 29%, respectively, and that the TSR performance metric was below the 25th percentile, resulting in a negative adjustment of 30%. Accordingly, the Compensation Committee approved vesting of the Adjusted EPS Growth PSUs for the 2022-24 performance period at 89% of target (also reflecting the downward adjustment pursuant to the +-30% TSR modifier), and vesting of the Enterprise Value Growth, (Less Net Debt) Per Share PSUs for the 2022-24 performance period at 84% of target (also reflecting the downward adjustment pursuant to the +-30% TSR modifier). Shares vested for each NEO as set forth in the chart below.

  73. Three-Year Performance Period for 2022-2024

    | 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 |

  74. Three-Year Performance Period for 2022-2024

    For the 2022-24 performance period, the long-term equity incentives earned by the NEOs at approximately 87% of target demonstrates the alignment of the Company’s long term incentive program with the Company’s long-term performance and achievement of the Company’s strategic plan in the interests of the Company’s shareholders. The number of shares of time-based RSUs that were awarded to the NEOs on May 15, 2022 totaled 14,671 shares to Mr. FitzGerald, 3,817 shares to Mr. Mittelman, 4,771 shares to Mr. Pool, 4,771 shares to Mr. Spittle, and 2,834 shares to Mr. Fuchsen. 1/3 of these awards vested on March 1, 2025.

  75. Clawback Policy

    Clawback Policy The Company maintains a Clawback Policy, which requires reimbursement or forfeiture of all or a portion of any incentive compensation (which includes annual bonuses and other short-and long-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units) received by a current or former executive officer during the preceding three completed fiscal years in the event that:

  76. Employment Agreements

    Employment Agreements To attract and retain highly skilled executives and to provide for certainty regarding rights and obligations, the Company has historically provided employment agreements to our Chief Executive Officer and certain other executive officers. None of the NEOs other than Mr. FitzGerald have an employment agreement with the Company. For more information, see “Employment Agreements with Named Executive Officers.”

  77. Equity Grant Practices

    Equity Grant Practices Although we do not have a formal policy regarding the timing of equity award grants, we generally grant annual equity awards to our Named Executive Officers on a pre-established date and we do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any equity award. The Compensation Committee also does not take material, non-public information into account when determining the timing and terms of equity award grants, provided that, if material, non-public information becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee takes the existence of such information into consideration and uses its business judgment to determine whether to delay the grant of equity to avoid any impropriety. During fiscal 2024, we did not grant any options to our employees.

  78. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table sets forth information concerning the annual and long-term compensation for services to the Company in all capacities received by the following individuals, who are collectively referred to as the Company’s “Named Executive Officers” for fiscal year 2024: the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers. The table covers compensation for fiscal years 2022, 2023 and 2024 to the extent the individuals listed were Named Executive Officers in those years.

  79. Summary Compensation Table for Fiscal Year 2024

    | 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 | | | 2023 | 400,000 | — | 1,360,305 | — | 533,600 | 16,627 | 2,310,532 |

  80. Summary Compensation Table for Fiscal Year 2024

    | (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. |

  81. Summary Compensation Table for Fiscal Year 2024

    | 2025 PROXY STATEMENT | 40 |

  82. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth information concerning cash incentive opportunities and grants of RSUs and PSUs made to our NEOs during fiscal year 2024. The grant dates set forth below indicate the date on which the Board granted the award.

  83. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | 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 |

  84. Grants of Plan-Based Awards in Fiscal Year 2024

    | (1) Annual incentive plan award granted pursuant to the VCIP utilizing EBITDA$and EBITDA% performance metrics. | | (2) Represents the fair value on the grant date of equity awards granted to our Named Executive Officers, consistent with the estimate of the aggregate compensation cost to be recognized over the applicable service period determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the RSUs, fair value is computed by multiplying the total number of shares subject to the award by the closing price per share of our common stock as reported on the date of grant. The closing trading value of our common stock was $137.01 per share on May 14, 2024. The dollar amounts for the PSUs are calculated in accordance with FASB ASC Topic 718 and assume payment of PSUs at target using a Monte Carlo simulation valuation model to reflect the impact of the TSR modifier, incorporating the following significant assumptions with respect to the May 14, 2024 grant (a) a risk-free interest rate of 4.69%, based on the U.S. constant maturity treasury rates commensurate with the expected term; (b) expected dividend yield of 0.0%; (c) expected volatility of 31.0%, based on the historical trading prices of Middleby with look-back periods commensurate with the expected term; and (d) expected term of 2.63 years. |

  85. Grants of Plan-Based Awards in Fiscal Year 2024

    | 2025 PROXY STATEMENT | 41 |

  86. Grants of Plan-Based Awards in Fiscal Year 2024

    | (3) Represents the PSUs granted on May 14, 2024. Amounts shown in the “threshold” column represent the total number of PSUs that could be earned upon achievement of the performance criteria at the threshold level, including application of a negative 30% TSR modifier and assume continued employment through the applicable vesting dates. Amounts shown in the “target” column represent the number of PSUs that could be earned upon achievement of the performance criteria at the target level and assume continued employment through the applicable vesting dates. Amounts shown in the “maximum” column represent the maximum number of PSUs that could be earned upon achievement of the performance criteria at the maximum level, including application of a positive 30% TSR modifier and continued employment through the applicable vesting dates. Threshold, target and maximum reported numbers in the table above assume potential TSR performance below the 25th percentile for the threshold performance tier, between the 25th percentile and the 75th percentile for the target performance tier, and above the 75th percentile for the maximum performance tier. | | (4) On May 14, 2024, each NEO was granted PSUs that vest based upon Adjusted EPS growth and EV growth per share performance metrics with respect to the performance period commencing on December 31, 2023, and ending on January 2, 2027. Vesting of the PSUs is subject to approval by Compensation Committee following certification of 2026 financial results. The PSUs also feature a TSR mechanism that compares the TSR of the Company to the peer group of the Company as reported in the most recent annual proxy statement. The TSR modifier decreases the number of PSUs that can be earned by 30% for Company TSR performance in the bottom quartile measured against the Company peer group and increases the number of PSUs that can be earned by 30% for Company TSR performance in the top quartile measured against the Company peer group. | | (5) On May 14, 2024, each NEO was granted time-based RSUs that vest one-third on each of March 1, 2025, March 1, 2026, and March 1, 2027, subject to continued employment on each such vesting date. |

  87. Grants of Plan-Based Awards in Fiscal Year 2024

    | 2025 PROXY STATEMENT | 42 |

  88. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth certain information concerning outstanding stock awards held by each of our Named Executive Officers under the LTIP at the end of fiscal year 2024.

  89. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Timothy J. FitzGerald | — | — | — | — | — | 30,273(3) | 4,134,686 | | — | | | | | | | | 9,280(4) | 1,267,462 | 27,838(4) | 3,802,114 | | | | | | | | 15,499(5) | 2,116,853 | 30,898(5) | 4,220,049 | | Bryan E. Mittelman | — | — | — | — | — | 7,439(6) | 1,016,019 | | — | | | | | | | | 2,640(7) | 360,571 | 7,922(7) | 1,081,987 | | | | | | | | 4,622(8) | 631,273 | 9,246(8) | 1,262,819 | | James K. Pool III | — | — | — | — | — | 9,227(9) | 1,260,224 | | — | | | | | | | | 3,621(10) | 494,556 | 10,864(10) | 1,483,805 | | | | | | | | 6,325(11) | 863,869 | 12,652(11) | 1,728,010 | | Steven P. Spittle | — | — | — | — | — | 9,227(12) | 1,260,224 | | — | | | | | | | | 3,621(13) | 494,556 | 10,864(13) | 1,483,805 | | | | | | | | 6,325(14) | 863,869 | 12,652(14) | 1,728,010 | | Matthew R. Fuchsen | — | — | — | — | — | 5,598(15) | 764,575 | | — | | | | | | | | 2,056(16) | 280,808 | 6,166(16) | 842,152 | | | | | | | | 3,467(17) | 473,523 | 6,934(17) | 947,046 |

  90. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) This column reflects time-based RSUs awarded to our NEOs. This column also reflects PSUs that were outstanding at fiscal year end for which the performance period completed on December 28, 2024 based on their actual performance. Market value is computed by multiplying the total number of shares subject to the award by the closing price of our common stock of $136.58 per share on December 27, 2024, our last trading day of fiscal year 2024. | | (2) This column reflects performance-based PSUs awarded to our NEOs. Market value is computed by multiplying the total target number of shares subject to the award by the closing price of our common stock of $136.58 per share on December 27, 2024. The PSUs included in in this column are included assuming target performance levels. | | (3) On May 15, 2022, Mr. FitzGerald was awarded (i) 29,342 target number of PSUs that included potential for maximum vesting of 76,290 PSUs, and (ii) 14,671 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. 4,890 RSUs vested on each of March 1, 2023 and March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 2, 2022 to December 28, 2024 performance period. | | (4) On August 9, 2023, Mr. FitzGerald was awarded (i) 27,838 target number of PSUs that included potential for maximum vesting of 72,378 PSUs, and (ii) 13,919 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2024, March 1, 2025 and March 1, 2026. 4,639 RSUs vested on March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 1, 2023 to December 27, 2025 performance period. | | (5) On May 14, 2024, Mr. FitzGerald was awarded (i) 30,898 target number of PSUs that included potential for maximum vesting of 80,336 PSUs, and (ii) 15,449 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2025, March 1, 2026 and March 1, 2027. No RSUs vested as of the end of fiscal year 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the December 31, 2023 to January 2, 2027 performance period. | | (6) On May 15, 2022, Mr. Mittelman was awarded (i) 7,634 target number of PSUs that included potential for maximum vesting of 19,848 PSUs, and (ii) 3,817 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. 1,272 RSUs vested on each of March 1, 2023 and March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 2, 2022 to December 28, 2024 performance period. | | (7) On August 9, 2023, Mr. Mittelman was awarded (i) 7,922 target number of PSUs that included potential for maximum vesting of 20,598 PSUs, and (ii) 3,960 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2024, March 1, 2025 and March 1, 2026. 1,320 RSUs vested on March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 1, 2023 to December 27, 2025 performance period. |

  91. Outstanding Equity Awards at 2024 Fiscal Year End

    | 2025 PROXY STATEMENT | 43 |

  92. Outstanding Equity Awards at 2024 Fiscal Year End

    | (8) On May 14, 2024, Mr. Mittelman was awarded (i) 9,246 target number of PSUs that included potential for maximum vesting of 24,040 PSUs, and (ii) 4,622 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2025, March 1, 2026 and March 1, 2027. No RSUs vested as of the end of fiscal year 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the December 31, 2023 to January 2, 2027 performance period. | | (9) On May 15, 2022, Mr. Pool was awarded (i) 9,542 target number of PSUs that included potential for maximum vesting of 24,810 PSUs, and (ii) 4,771 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. 1,590 RSUs vested on each of March 1, 2023 and March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 2, 2022 to December 28, 2024 performance period. | | (10) On August 9, 2023, Mr. Pool was awarded (i) 10,864 target number of PSUs that included potential for maximum vesting of 28,246 PSUs, and (ii) 5,431 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2024, March 1, 2025 and March 1, 2026. 1,810 RSUs vested on March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 1, 2023 to December 27, 2025 performance period. | | (11) On May 14, 2024, Mr. Pool was awarded (i) 12,652 target number of PSUs that included potential for maximum vesting of 32,896 PSUs, and (ii) 6,325 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2025, March 1, 2026 and March 1, 2027. No RSUs vested as of the end of fiscal year 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the December 31, 2023 to January 2, 2027 performance period. | | (12) On May 15, 2022, Mr. Spittle was awarded (i) 9,542 target number of PSUs that included potential for maximum vesting of 24,810 PSUs, and (ii) 4,771 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. 1,590 RSUs vested on each of March 1, 2023 and March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 2, 2022 to December 28, 2024 performance period. | | (13) On August 9, 2023, Mr. Spittle was awarded (i) 10,864 target number of PSUs that included potential for maximum vesting of 28,246 PSUs, and (ii) 5,431 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2024, March 1, 2025 and March 1, 2026. 1,810 RSUs vested on March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 1, 2023 to December 27, 2025 performance period. | | (14) On May 14, 2024, Mr. Spittle was awarded (i) 12,652 target number of PSUs that included potential for maximum vesting of 32,896 PSUs, and (ii) 6,325 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2025, March 1, 2026 and March 1, 2027. No RSUs vested as of the end of fiscal year 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the December 31, 2023 to January 2, 2027 performance period. | | (15) On May 15, 2022, Mr. Fuchsen was awarded (i) 5,666 target number of PSUs that included potential for maximum vesting of 16,746 PSUs, and (ii) 2,834 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2023, March 1, 2024, and March 1, 2025. 944 RSUs vested on each of March 1, 2023 and March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 2, 2022 to December 28, 2024 performance period. | | (16) On August 9, 2023, Mr. Fuchsen was awarded (i) 6,166 target number of PSUs that included potential for maximum vesting of 16,032 PSUs, and (ii) 3,084 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2024, March 1, 2025 and March 1, 2026. 1,028 RSUs vested on March 1, 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the January 1, 2023 to December 27, 2025 performance period. | | (17) On May 14, 2024, Mr. Fuchsen was awarded (i) 6,934 target number of PSUs that included potential for maximum vesting of 18,030 PSUs, and (ii) 3,467 RSUs. The RSUs are scheduled to vest in 1/3 increments on each of March 1, 2025, March 1, 2026 and March 1, 2027. No RSUs vested as of the end of fiscal year 2024. The PSU component of the award provides that shares may be earned based on the achievement of Adjusted EPS growth and EV growth per share performance targets with respect to the December 31, 2023 to January 2, 2027 performance period. |

  93. Outstanding Equity Awards at 2024 Fiscal Year End

    | 2025 PROXY STATEMENT | 44 |

  94. Stock Vested for Fiscal Year 2024

    Stock Vested for Fiscal Year 2024 The following table sets forth the aggregate amounts received or realized in connection with the vesting of stock awards under the LTIP during the 2024 fiscal year by each of the Named Executive Officers. There were no stock option exercises by the Named Executive Officers during the 2024 fiscal year.

  95. Stock Vested for Fiscal Year 2024

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Timothy J. FitzGerald(1) | 58,685 | 9,078,886 | | Bryan E. Mittelman(2) | 13,125 | 2,031,259 | | James K. Pool III(3) | 20,511 | 3,174,839 | | Steven P. Spittle(4) | 20,511 | 3,174,839 | | Matthew R. Fuchsen(5) | 10,749 | 1,663,601 |

  96. Stock Vested for Fiscal Year 2024

    | (1) 3,888 RSUs that were awarded on September 7, 2021 vested on March 1, 2024. 45,268 PSUs that were awarded on September 7, 2021 vested on February 26, 2024. 4,890 RSUs that were awarded on May 15, 2022 vested on March 1, 2024. 4,639 RSUs that were awarded on August 9, 2023 vested on March 1, 2024. | | (2) 833 RSUs that were awarded on September 7, 2021 vested on March 1, 2024. 9,700 PSUs that were awarded on September 7, 2021 vested on February 26, 2024. 1,272 RSUs that were awarded on May 15, 2022 vested on March 1, 2024. 1,320 RSUs that were awarded on August 9, 2023 vested on March 1, 2024. | | (3) 972 RSUs that were awarded on September 7, 2021 vested on March 1, 2024. 16,139 PSUs that were awarded on September 7, 2021 vested on February 26, 2024. 1,590 RSUs that were awarded on May 15, 2022 vested on March 1, 2024. 1,810 RSUs that were awarded on August 9, 2023 vested on March 1, 2024. | | (4) 972 RSUs that were awarded on September 7, 2021 vested on March 1, 2024. 16,139 PSUs that were awarded on September 7, 2021 vested on February 24, 2024. 1,590 RSUs that were awarded on May 15, 2022 vested on March 1, 2024. 1,810 RSUs that were awarded on August 9, 2023 vested on March 1, 2024. | | (5) 694 RSUs that were awarded on September 7, 2021 vested on March 1, 2024. 8,083 PSUs that were awarded on September 7, 2021 vested on February 24, 2024. 944 RSUs that were awarded on May 15, 2022 vested on March 1, 2024. 1,028 RSUs that were awarded on August 9, 2023 vested on March 1, 2024. |

  97. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  98. CEO Compensation Pay Ratio for Fiscal Year 2024

    CEO Compensation Pay Ratio for Fiscal Year 2024 We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2024, Mr. FitzGerald’s total compensation of $7,525,481 was approximately 150 times the total compensation of a median employee, $50,324. We identified the median employee using base salary and bonus payments (i.e., cash-based compensation) for all individuals, excluding Mr. FitzGerald, who were employed by Middleby on December 28, 2024 (whether employed on a full time, part-time, seasonal, or temporary basis). We used a December 28 measurement date to select our median employee for fiscal year 2024 rather than the December 30 measurement date we used last year, because December 28 was the last day of fiscal year 2024 and December 30 was the last day of fiscal year 2023. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use to determine Mr. FitzGerald’s compensation for the Summary Compensation Table. Middleby is a global company with a total employee population of approximately 10,616 employees as of December 28, 2024. This total is made up of approximately 5,828 U.S-based employees and approximately 4,788 employees located in 24 jurisdictions outside of the U.S. Our employee population studied to determine the median employee consisted of approximately 10,616 individuals.

  99. Pay Versus Performance

    Pay Versus Performance Set forth below are certain disclosures related to executive compensation and company performance using selected financial performance measures required by Item 402(v) of Regulation S-K. The table below discloses: (i) the total compensation paid (as reported in the Summary Compensation Table (“SCT”)) and the compensation actually paid (“CAP”) to the individuals who served as the Company’s CEO; (ii) the average of the total compensation paid (as reported in the SCT) and the average CAP to the individuals who served as non-CEO NEOs; (iii) the cumulative total shareholder return of the Company and peer group cumulative total shareholder return; (iv) net income; (v) Adjusted EBITDA, and (vi) Adjusted EPS. CAP is calculated in the manner required by Item 402(v) of Regulation S-K.

  100. Pay Versus Performance

    | 2025 PROXY STATEMENT | 47 |

  101. Pay Versus Performance

    Please refer to the Compensation Discussion and Analysis for a discussion of the Company’s executive compensation policies and programs and an explanation of the Company’s executive compensation review process.

  102. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1)(2)(7) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(7) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in Thousands) | Adjusted EBITDA (in thousands)(6) | Adjusted EPS (per share)(6) | | 2024 | $7,525,481 | $10,011,061 | $2,787,733 | $3,714,051 | $123.68 | $178.16 | $428,433 | $866,295 | $9.49 | | 2023 | $8,434,879 | $12,211,462 | $3,199,021 | $4,196,866 | $134.38 | $161.25 | $400,882 | $900,394 | $9.70 | | 2022 | $9,402,045 | $7,174,921 | $3,353,429 | $2,801,501 | $122.26 | $126.65 | $436,569 | $853,408 | $9.10 | | 2021 | $9,406,995 | $15,006,040 | $3,580,324 | $4,894,970 | $179.66 | $146.22 | $488,492 | $712,574 | $7.94 | | 2020 | $5,345,193 | $5,864,185(4)(5) | $1,219,490 | $1,387,825(4)(5) | $117.71 | $116.37 | $207,294 | $483,893 | $4.96 |

  103. Pay Versus Performance

    | (1) The “Compensation Actually Paid” amounts in these columns are calculated in the manner required by Item 402(v) of Regulation S-K. However, they do not represent the actual amount of compensation the Company considers to be earned by or paid to the NEOs during the applicable year. In particular, with respect to long-term equity incentive awards, “compensation actually paid” does not represent amounts actually paid to the NEO or necessarily the value that will ultimately be realized under long-term equity incentive awards. Rather, it primarily reflects the change in fair market value of equity awards during the applicable year, including for unvested awards subject to the achievement of performance targets in future years. Given the methodology under which CAP is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility and varying levels of projected and actual achievement with respect to PSU awards. | | (2) The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to the CEO and average CAP to the non-CEO NEOs: |

  104. Pay Versus Performance

    | | 2024 | | | Adjustments | CEO | Average of Non-CEO NEOs | | Total Compensation from SCT | $7,525,481 | $2,787,733 | | Less, Change in Pension Value reported in SCT | $— | $— | | Plus, service cost | $— | $— | | Plus, prior service cost for plan amendment or new plan | $— | $— | | Less, value of Stock Awards and Option Awards reported in SCT | $(6,343,205) | $(2,129,012) | | Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end | $6,259,471 | $2,100,907 | | Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end | $(1,100,928) | $(342,819) | | Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year | $3,670,241 | $1,297,241 | | Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year | $— | $— | | Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year | $— | $— | | Compensation Actually Paid | $10,011,061 | $3,714,051 |

  105. Pay Versus Performance

    | (3) The peer group used in this Pay Versus Performance table is the Peer Group the Compensation Committee confirmed was appropriate as a reference for 2024 pay determinations, as further described in the Compensation Discussion & Analysis. The peer group used in this Pay Versus Performance table changed as compared with the peer group used last year in the Pay Versus Performance table. A detailed list of the peer group used in this Pay Versus Performance table is set forth in “Compensation Discussion and Analysis – Parties Involved in Compensation Decisions” on page 32. The peer group consists of AMETEK, Inc., Carlisle Companies Incorporated, Crane Co., Dover Corporation, Flowserve Corporation, Graco Inc. Helen of Troy Limited, Hubbell Incorporated, IDEX Corporation, Ingersoll Rand Inc., ITT Inc., John Bean Technologies Corporation, Lincoln Electric Holdings, Inc., Nordson Corporation, Pentair plc, Regal Rexnord Corporation, Rockwell Automation, Inc., Snap-on Incorporated, The Timken Company, Woodward, Inc. and Xylem Inc. The peer group used in this Pay Versus Performance table added Dover Corporation and Regal Rexnord Corporation, as compared to the peer group used in the peer group used last year in the Pay Versus Performance table. The peer group TSR would have been $117.71, $179.66, $122.26, $134.38, and $123.68 for each of 2020, 2021, 2022, 2023, and 2024, respectively, had the 2023 CD&A peer group remained the same for 2024. | | (4) Amounts earned by our NEOs as annual cash-based incentive compensation for fiscal year 2019 were paid in shares of Middleby common stock to conserve cash as part of the Company’s strategic plan to respond to the initial stages of the COVID-19 pandemic. These shares were awarded on March 25, 2020, after the completion of the Company’s fiscal year-end audit and after the Compensation Committee certified that the 2019 VCIP goals had been attained. The number of shares awarded to each NEO was determined by dividing the aggregate value of such NEO’s bonus payable for fiscal year 2019 performance by the closing price of our stock on March 25, 2020, and vested immediately upon issuance. This compensation was included as Non-Equity Incentive Plan Compensation for fiscal year 2019 in the Summary Compensation Table, and accordingly was not included in the calculation of CAP for fiscal year 2020. |

  106. Pay Versus Performance

    | 2025 PROXY STATEMENT | 48 |

  107. Pay Versus Performance

    | (5) On April 10, 2020, the CEO and each of the NEOs elected to forego portions of base salary in respect of fiscal year 2020 as part of the Company’s strategic plan to respond to the initial stages of the COVID-19 pandemic. In lieu of such foregone base salary, the Compensation Committee determined to award the CEO and each of the NEOs a grant of restricted stock, which grant had an aggregate grant date fair value equal to the amount of such foregone salary. The restricted stock vested in full on December 28, 2020. This compensation was included as Base Salary for fiscal year 2020 in the Summary Compensation Table, and accordingly was not included in the stock award adjustment portion of the calculation of CAP for fiscal year 2020. | | (6) Pursuant to Item 402(v) of Regulation S-K, we determined Adjusted EPS to be the most important financial performance measure used to link company performance to CAP to our CEO and other NEOs in 2022, 2023 and 2024. This performance measure may not have been the most important financial performance measure for 2021 or 2020 and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is included as a supplemental measure. See Annex A for a discussion of these non-GAAP measures. |

  108. Pay Versus Performance

    | (7) Mr. Timothy J. FitzGerald is the only CEO reflected in the Pay Versus Performance Table. For fiscal years 2024 and 2023, Messrs. Mittelman, Pool, Spittle and Fuchsen are the other NEOs reflected in the Pay Versus Performance Table. For fiscal years 2022 and 2021, Messrs. Mittelman, Martin M. Lindsay, Pool, and Spittle are the other NEOs reflected in the Pay Versus Performance Table. For fiscal year 2020, Messrs. David Brewer, Mittelman and Lindsay are the other NEOs reflected in the Pay Versus Performance Table. |

  109. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below provide a graphic description of the relationships between (x) CAP to our CEO and CAP to our Non-CEO NEOs and (y) (i) our total shareholder return and our peer group’s total shareholder return; (ii) our net income; (iii) our Adjusted EBITDA and (iv) our Adjusted EPS.

  110. Compensation Actually Paid Versus Adjusted EBITDA

    Compensation Actually Paid Versus Adjusted EBITDA

  111. Compensation Actually Paid Versus Adjusted EPS

    Compensation Actually Paid Versus Adjusted EPS