| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of Executive Severance Plan
On May 20, 2026, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Middleby Corporation (the “Company”) adopted The Middleby Corporation Executive Severance Plan (the “ESP”), under which the Company’s named executive officers and certain other executives of the Company will be eligible to participate and receive benefits.
Under the ESP, if a participant’s employment is terminated by the Company without “cause” (as defined in the ESP) other than within 24 months following a “change in control” (as defined in the ESP), the participant will be entitled to, subject to the participant’s execution and non-revocation of a release of claims and continued compliance to certain restrictive covenant requirements:
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for Tier I participants, which includes solely the Company’s Chief Executive Officer (“CEO”), an amount equal to 3.00 times the sum of the CEO’s (i) annual base salary and (ii) target annual bonus; |
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for Tier II participants, which includes the Company’s named executive officers – currently, Brittany C. Cerwin, Chief Financial Officer; James K. Pool III, Chief Technology and Operations Officer; Steven P. Spittle, Chief Commercial Officer; and Matthew R. Fuchsen, Chief Development Officer – and other individuals who report directly to the CEO, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus; |
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for Tier III participants, which includes other executives who will be selected by the Compensation Committee, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus; |
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for all participants, eligibility to receive a payment equal to the participant’s annual bonus at the actual level of performance, pro-rated through the date of employment termination; and |
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for U.S. participants, eligibility to receive COBRA health care continuation coverage for up to 18 months for Tier I participants and up to 12 months for Tier II and Tier III participants. |
In the alternative event that a participant’s employment is terminated by the Company without “cause” (as defined in the ESP) or a participant resigns their employment for “good reason” (as defined in the ESP), in either case, within 24 months following a change in control, subject to the participant’s timely execution and non-revocation of a release of claims and continued compliance with customary restrictive covenants, the participant will be entitled to the following severance payments and benefits:
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for the Tier I participant, as described above, an amount equal to 3.00 times the sum of the CEO’s (i) annual base salary and (ii) target annual bonus; |
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for Tier II participants, as described above, an amount equal to 2.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus; |
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for Tier III participants, as described above, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus; |
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for all participants, eligibility to receive payment equal to the participant’s target annual bonus for the year of termination, pro-rated through the date of employment termination; and |
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for U.S. participants, eligibility to receive COBRA health care continuation coverage for up to 18 months. |
The foregoing description of the ESP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ESP, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
Adoption of Amended and Restated Value Creation Incentive Plan
On May 20, 2026, the Compensation Committee adopted an amended and restated The Middleby Corporation Value Creation Incentive Plan (the “VCIP”), which amended and restated the Company’s Value Creation Incentive Plan, which was previously adopted in 2011. The Company’s named executive officers, as well as certain other employees of the Company, will be eligible to participate in the VCIP.
The VCIP provides for the payment of cash incentive bonuses based on attainment of performance goals with respect to a designated performance period, which will be the fiscal year of the Company or such longer period as the Compensation Committee may determine. The VCIP terms include potential performance criteria that may be selected with respect to a particular performance period, and payment of awards under the VCIP is contingent on the Company’s achieving designated performance goals established by the Compensation Committee or as the Compensation Committee may otherwise determine.
